Common use of Effect of Amendment Clause in Contracts

Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Collateral Agent or the Administrative Agent Agent, in each case under the Credit Agreement or any other Loan Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Credit Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect as expressly amended hereby. Nothing The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein shall be deemed to entitle or as provided in the Borrower exhibits hereto, operate as a waiver of any right, power or remedy of any Subsidiary Guarantor to a consent toLender, the Collateral Agent or a waiver, amendment, modification or other change of, the Administrative Agent under any of the termsCredit Documents, conditions, obligations, covenants or agreements contained in the Credit Agreement or constitute a waiver of any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions provision of any of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyDocuments. This Amendment shall not extinguish any the obligations for the payment obligation of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereofAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameAgreement, which shall remain in full force and effect, except effect as expressly modified hereby or by instruments executed concurrently herewithas provided in the exhibits hereto. Nothing expressed or implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any Loan of the Credit Parties from the Credit Documents. From and after the Amendment Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall, unless expressly provided otherwise, be deemed to refer to the Amended Credit Agreement. Each of the Credit Parties hereby consents to this Amendment and confirms that all obligations of such Credit Party under any Loan Document from any the Credit Documents to which such Credit Party is a party shall continue to apply to the Amended Credit Agreement. Each Credit Party hereby ratifies and reaffirms (a) that each of the Credit Documents to which it is a party has been duly executed and delivered by such Credit Party to the Administrative Agent and to the Lenders and is in full force and effect as of the date hereof, (b) its obligations grant of liens on or security interests in its properties pursuant to the Credit Documents as security for the Obligations under or with respect to the Amended Credit Agreement and liabilities thereunderconfirms and agrees that such liens and security interests secure all of the Obligations; and (c) the Administrative Agent, the Collateral Agent and the Lenders are and shall be entitled to all of the rights, remedies and benefits provided for in the Credit Documents.

Effect of Amendment. Except (a) This Amendment (i) except as expressly set forth provided herein, this Amendment shall not by implication be deemed to be a consent to the modification or otherwise limit, impair, constitute a waiver of, of any other term or otherwise affect the rights and remedies condition of the Lenders or the Administrative Agent under the Credit Agreement or of any other Loan Documentof the instruments or agreements referred to therein, and (ii) shall not alterprejudice any right or rights which the Administrative Agent, modifythe Collateral Agent, amend or the Lenders may now or hereafter have under or in any way affect any connection with the Credit Agreement, as amended hereby. Except as otherwise expressly provided by this Amendment, all of the terms, conditions, obligations, covenants or agreements contained in conditions and provisions of the Credit Agreement or any other Loan Documentshall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, all of which are ratified and affirmed in all respects and as amended hereby, shall continue in full force and effect. Nothing herein , and that this Amendment and such Credit Agreement shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any read and construed as one instrument. (b) Each of the termsundersigned Guarantors is executing this Amendment in order to evidence that it hereby consents to and accepts the terms and conditions of this Amendment and the transactions contemplated hereby, conditionsagrees to be bound by the terms and conditions hereof, obligations, covenants or agreements contained in and ratifies and confirms that each Guaranty and each of the Credit Agreement or any other Loan Document Documents to which it is a party is, and shall remain, in similar or different circumstancesfull force and effect after giving effect to this Amendment. This Amendment shall apply The Borrower and be effective only with respect to the provisions each of the Credit Agreement specifically referred to herein. This Amendment shall constitute a other Loan Document, Parties hereby confirms and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all Liens and other security now or hereafter held by the Collateral Agent for the benefit of its obligationsthe Lenders as security for payment of the Obligations are the legal, liabilities valid, and indebtedness under each binding obligations of the Borrower and the other Loan DocumentParties, including guarantee obligations, shall remain in full force and effect, in accordance with are unimpaired by this Amendment, and are hereby ratified and confirmed as security for payment of the Obligations. (c) No failure or delay on the part of the Administrative Agent or the Lenders to exercise any right or remedy under the Credit Agreement, any other Loan Document or applicable law shall operate as a waiver thereof, nor shall any single partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, the other Loan Documents and applicable law, on a continuous basis after giving effect to this Amendment. On . (d) Upon and after the effectiveness execution of this AmendmentAmendment by each of the parties hereto, any each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement contained Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment and Waiver shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Collateral Agent or the Administrative Agent Agent, in each case under the Credit Agreement or any other Loan Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Credit Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect as expressly amended hereby. Nothing The execution, delivery and effectiveness of this Amendment and Waiver shall not, except as expressly provided herein shall be deemed to entitle or as provided in the Borrower exhibits hereto, operate as a waiver of any right, power or remedy of any Subsidiary Guarantor to a consent toLender, the Collateral Agent or a waiver, amendment, modification or other change of, the Administrative Agent under any of the termsCredit Documents, conditions, obligations, covenants or agreements contained in constitute a waiver of any provision of any of the Credit Agreement or any other Loan Document in similar or different circumstancesDocuments. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment Waiver shall not extinguish any the obligations for the payment obligation of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereofAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameAgreement, which shall remain in full force and effect, except effect as expressly modified hereby or by instruments executed concurrently herewithas provided in the exhibits hereto. Nothing expressed or implied in this Amendment and Waiver or in any other document contemplated hereby shall be construed as a release or other discharge of any Loan of the Credit Parties from the Credit Documents. From and after the Amendment Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall, unless expressly provided otherwise, be deemed to refer to the Amended Credit Agreement. Each of the Credit Parties hereby consents to this Amendment and Waiver and confirms that all obligations of such Credit Party under any Loan Document from any the Credit Documents to which such Credit Party is a party shall continue to apply to the Amended Credit Agreement. Each Credit Party hereby ratifies and reaffirms (a) that each of the Credit Documents to which it is a party has been duly executed and delivered by such Credit Party to the Administrative Agent and to the Lenders and is in full force and effect as of the date hereof, (b) its obligations grant of liens on or security interests in its properties pursuant to the Credit Documents as security for the Obligations under or with respect to the Amended Credit Agreement and liabilities thereunderconfirms and agrees that such liens and security interests secure all of the Obligations; and (c) the Administrative Agent, the Collateral Agent and the Lenders are and shall be entitled to all of the rights, remedies and benefits provided for in the Credit Documents.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Third Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Until this Amendment becomes effective in accordance with its terms and the Funding Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Funding Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of such Borrower under the Amended Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Amended Credit Agreement. (b) Except as expressly set forth hereinin this Amendment or in the Amended Credit Agreement, this Amendment and the Amended Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which (as amended by this Amendment and the Amended Credit Agreement) are ratified and affirmed in all respects and shall continue in full force and effect. Nothing Except as expressly set forth herein or in the Amended Credit Agreement, nothing herein shall be deemed to entitle the Borrower Borrower, any Loan Party or any Subsidiary Guarantor other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement circumstances or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party Borrower or any of its Subsidiaries under any Loan Document from any of its obligations and liabilities thereunderas a “Borrower”, a “Grantor” or a “Guarantor” (or any similar term) under the Existing Credit Agreement or the Loan Documents. The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained herein.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the existing Credit Agreement or any other provision of the existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing Except as expressly set forth herein, nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) The parties hereto acknowledge and agree that this Amendment shall apply and be effective only the other Loan Documents executed and delivered in connection with respect to this Amendment do not constitute a novation or termination of any of the provisions of Obligations. (c) From and after the Amendment Effective Date, each reference in the Credit Agreement specifically referred to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. From and after the Amendment Effective Date, each reference in the Credit Agreement to “Schedule 2.01”, “thereunder”, “thereof”, “therein”, or words of like import, and each reference to the Schedule 2.01 to the Credit Agreement in any other Loan Document shall be deemed a reference to Schedule 2.01 to the Credit Agreement as amended hereby. From and after the Amendment Effective Date, each reference in the Loan Documents to the “Pledge and Security Agreement” shall be deemed a reference to the Pledge and Security Agreement as amended hereby. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Second Incremental Term Facility Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Second Incremental Term Facility Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute an Incremental Facility Amendment entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the First Incremental Term Facility Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the First Incremental Term Facility Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute an Incremental Facility Amendment entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Fifth Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute an Incremental Facility Amendment entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Fourth Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Fourth Amendment Effective Date and the Fourth Amendment (Other Amendments) Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute an Incremental Facility Amendment and an Incremental Revolving Commitment Increase entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth hereinin this Second Amendment or in the Credit Agreement, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including all 2013 New First-Lien Term Loans, all 2013 Converted Existing First-Lien Term Loans, all 2013 Converted Extended First-Lien Term Loans and all Revolving Credit Exposure under the 2013 Extended Revolving Credit Commitments), in each case, as amended by this Second Amendment. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. (b) On and after the Second Amendment Effective Date, each reference in (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement in any other Loan Document, in each case shall be deemed a reference to (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement (as amended by this Second Amendment), as the case may be. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Second Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Sixth Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Sixth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute an Incremental Facility Amendment and an Incremental Revolving Commitment Increase entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth hereinherein or in the Amended Credit Agreements, this Amendment No. 4 shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Original Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement or any other provision of the Original Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement Agreement, the Amended Credit Agreements or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a . (b) Each Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor Party agrees that (i) all of its obligations, liabilities and indebtedness under each any Loan DocumentDocument to which it is a party, including its guarantee obligations, shall remain in full force and effect, in accordance with applicable law, effect on a continuous basis after giving effect to this AmendmentAmendment No. On 4; (ii) all of the Liens and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the security interests created and arising under such Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effecteffect on a continuous basis, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied and the perfected status and priority of each such Lien and security interest shall continue in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Amendment No. 4 as collateral security for its obligations, liabilities and indebtedness under the applicable Amended Credit Agreement and for its guarantees in the other Loan Documents; and (iii) all Obligations under the Loan Documents are payable or guaranteed, as applicable, by each of the Loan Parties in accordance with the applicable Amended Credit Agreement and the other Loan Documents, and each Loan Party unconditionally and irrevocably waives any claim or defense in respect of the Obligations existing on, or arising out of facts occurring at any time on or prior, to the Amendment No. 4 Effective Date, including, without limitation, any claim or defense based on any right of set-off or counterclaim and hereby ratifies and affirms each and every waiver of claims and defenses granted under the Loan Documents. (c) On and after the Amendment No. 4 Effective Date and prior to the Third Restatement Effective Date, each reference in the Original Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Original Credit Agreement in any other document contemplated hereby Loan Document shall be construed as deemed a release reference to the Pre-Restatement Amended Credit Agreement. On and after the Third Restatement Effective Date, each reference in the Third Amended and Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Third Amended and Restated Credit Agreement in any other discharge of any Loan Party under any Loan Document from any shall be deemed a reference to the Post-Restatement Amended Credit Agreement. This Amendment No. 4 shall constitute a “Loan Document” for all purposes of its obligations the Amended Credit Agreements and liabilities thereunderthe other Loan Documents. (d) The changes to the definition of “Applicable Margin” in Section 1.1 of the Amended Credit Agreements effected pursuant to this Amendment No. 4 shall apply and be effective on and after the Amendment No. 4

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not not, by implication or otherwise otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained set forth in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor GCI Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained set forth in the Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) Each of the GCI Parties hereby (i) acknowledges its receipt of a copy of this Amendment shall apply Agreement and be effective only with respect its review of the terms and conditions thereof and consents to the provisions terms and conditions of the Amendment Agreement and the transactions contemplated thereby, (ii) affirms and confirms its guarantees, Liens, pledges, grants and other commitments under the Security Documents to which it is a party, and (iii) agrees that (x) each Security Document to which it is a party shall continue to be in full force and effect and (y) all guarantees, Liens, pledges, grants and other commitments thereunder shall continue to be in full force and effect to secure the Obligations (after giving effect to the Amendment Amendment) and shall accrue to the benefit of the Secured Parties (after giving effect to the Amendment Agreement). (c) On and after the Closing Date, each reference to the “Credit Agreement specifically referred Agreement,” “thereunder,” “thereof,” “therein” or words of like import in any other Loan Document, shall be deemed a reference to hereinthe Sixth Amended and Restated Credit Agreement. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. (a) Each party hereto agrees that, as among themselves, on and after the Amendment Effective Date the Credit Agreement will be amended, and will be and remain in full force and effect, in the form of the amended and restated Credit Agreement attached hereto as Exhibit A, notwithstanding the failure of any former Lender under the Original Agreement to consent to this Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Senior Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Senior Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Senior Loan Document in similar or different circumstances. This . (b) On and after the Amendment shall apply and be effective only with respect to the provisions of Effective Date, each reference in the Credit Agreement specifically referred to "this Agreement", "hereunder", "hereof", "herein", or words of like import, and each reference to the Credit Agreement in any other Senior Loan Document shall be deemed a reference to the Credit Agreement, as amended and restated hereby. This Amendment shall constitute a "Senior Loan Document, and the representations, warranties and agreements contained herein shall, " for all purposes of the Credit Agreement, be deemed to be set forth Agreement and the other Senior Loan Documents. (c) The changes in the Applicable Rate effected pursuant to this Amendment shall be effective on and after the Amendment Effective Date. All accruals of interest and fees for periods prior to the Amendment Effective Date will be based on the Applicable Rate in effect under the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after Agreement prior to giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. Except (a) This Fifth Amendment (i) except as expressly set forth provided herein, this Amendment shall not by implication be deemed to be a consent to the modification or otherwise limit, impair, constitute a waiver of, of any other term or otherwise affect the rights and remedies condition of the Lenders or the Administrative Agent under the Credit Agreement or of any other Loan Documentof the instruments or agreements referred to therein, and (ii) shall not alterprejudice any right or rights which the Administrative Agent, modifythe Collateral Agent, amend or the Lenders may now or hereafter have under or in any way affect any connection with the Credit Agreement, as amended by this Fifth Amendment. Except as otherwise expressly provided by this Fifth Amendment, all of the terms, conditions, obligations, covenants or agreements contained in conditions and provisions of the Credit Agreement or any other Loan Documentshall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, all of which are ratified and affirmed in all respects and as amended hereby, shall continue in full force and effect. Nothing herein , and that this Fifth Amendment and such Credit Agreement shall be deemed read and construed as one instrument. (b) Each of the undersigned Guarantors is executing this Fifth Amendment in order to entitle evidence that it hereby consents to and accepts the terms and conditions of this Fifth Amendment and the transactions contemplated thereby, agrees to be bound by the terms and conditions hereof, and ratifies and confirms that each Guaranty and each of the other Loan Documents to which it is a party is, and shall remain, in full force and effect after giving effect to this Fifth Amendment. The Borrower and each of the other Loan Parties hereby confirm and agree that all Liens and other security now or hereafter held by the Collateral Agent for the benefit of the Lenders as security for payment of the Obligations are the legal, valid, and binding obligations of the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representationsLoan Parties, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with are unimpaired by this Fifth Amendment, and are hereby ratified and confirmed as security for payment of the Obligations. (c) No failure or delay on the part of the Administrative Agent or the Lenders to exercise any right or remedy under the Credit Agreement, any other Loan Document or applicable law shall operate as a waiver thereof, nor shall any single partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, the other Loan Documents and applicable law, on a continuous basis after giving effect to this Amendment. On . (d) Upon and after the effectiveness execution of this AmendmentAmendment by each of the parties hereto, any each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement contained Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. Except as expressly set forth herein, this This Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and and, except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any Each of the termsLoan Parties confirms and agrees that the Liens granted pursuant to the Security Documents to which it is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the date hereof. Without limiting the foregoing, conditionsby signing this Amendment, obligations, covenants or agreements contained in each Loan Party hereby confirms that (i) the obligations of the Loan Parties under the Credit Agreement or any and each other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, as specifically amended hereby (x) are entitled to the benefits of the guarantees and the representations, warranties security interests set forth or created in the Security Documents and agreements contained herein shall, for all purposes the other Loan Documents and (y) constitute Obligations and (ii) notwithstanding the effectiveness of the Credit Agreementterms hereof, be deemed the Security Documents and the other Loan Documents are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects. Each Loan Party ratifies and confirms its prior grant and the validity of all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party and after giving effect to this Amendment and except as specifically set forth in the Amended Credit Agreement. Each Obligor agrees that , all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall such Liens (x) remain in full force and effect, in accordance (y) other than with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference respect to the Credit Agreement contained in Permitted CARES Act Collateral constituting Excluded Property, are not released or reduced, and (z) continue to secure full payment and performance of the Loan Documents shall mean the Credit Agreement as modified herebyObligations. This Amendment shall not extinguish any payment obligation outstanding under constitute a novation of the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under Loan Documents. The Loan Parties are hereby authorized to enter into the Credit Agreement or instruments guaranteeing or securing CARES Act License Agreement. For the sameavoidance of doubt, which shall remain in full force on and effectafter the Amendment No. 3 Effective Date, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as for all purposes constitute a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.Document. [Signatures begin on the following page]

Effect of Amendment. Except as expressly set forth herein, this This Amendment to the Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect be effective and the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle be modified and amended in accordance herewith upon the Borrower occurrence of (a) the prior written notice to the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement and (b) the receipt by the Owner Trustee of an Opinion of Counsel that this Amendment does not adversely affect in any material respects the interests of the Swap Provider, or any Subsidiary Guarantor to a consent toNoteholder or Certificateholder. This Amendment, or a waiveronce effective, amendment, modification or other change of, any shall be effective as of the termsdate first set forth above. Notwithstanding the amendment to Exhibit A, conditionsit will not be necessary to amend the presently outstanding Trust Certificate, it being understood that (i) the Certificateholder agreed to such modification by signing this Amendment and (ii) all future Trust Certificates will include the language in Exhibit A, as modified. The Sponsor shall give prompt written notice to the Certificateholders, Indenture Trustee, the Swap Provider and each of the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement. The respective rights, limitations, obligations, covenants or agreements contained duties, liabilities and immunities of the Sponsor, the Depositor, the Owner Trustee, the Indenture Trustee, the Issuing Entity, the Swap Provider, each of the Noteholders and the Certificateholders shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the Credit Agreement or any other Loan Document in similar or different circumstances. This terms and conditions of this Amendment shall apply be and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation part of the obligations outstanding under terms and conditions of the Credit Agreement or instruments guaranteeing or securing the samefor any and all purposes. The Agreement, which shall remain as amended hereby, is hereby ratified and confirmed in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderall respects.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Eighth Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Eighth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute an Incremental Facility Amendment entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. Except (a) On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement. (b) The Existing Credit Agreement, and each of the other Loan Documents, in each case as expressly set forth hereinspecifically amended by this Amendment, this are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement Agreement, or any other Loan Document, and except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower The parties hereto expressly acknowledge that it is not their intention that this Amendment or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Document, but rather constitute a modification thereof pursuant to the provisions of the terms contained herein. The Existing Credit Agreement specifically referred to herein. This Amendment as amended hereby, shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit AgreementAgreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment). Each Obligor party hereto acknowledges and agrees that all of its obligationsthe prior liens, liabilities security interests and indebtedness under each assignments created or granted by any Loan DocumentParty that encumber the Collateral shall continue to exist and remain valid and subsisting, including guarantee obligationsshall not be impaired, extinguished or released hereby, shall remain in full force and effect, in accordance with applicable lawand are hereby ratified, on a continuous basis after giving effect to this Amendment. On renewed, brought forward, extended, and after rearranged as security for the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyObligations. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any constitutes a Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Extension Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) For the avoidance of doubt, each Borrower and each other Loan Party hereby reaffirms that (a) the Obligations of the Borrowers and the other Loan Parties under the Credit Agreement and the other Loan Documents that remain unpaid and outstanding as of the date of this Amendment shall, except as expressly set forth herein, continue to exist under and be evidenced by the Credit Agreement and the other Loan Documents, (b) except as expressly set forth herein, the Revolving Facility A Commitments shall continue to exist under and be evidenced by this Agreement and the other Loan Documents and (c) the Collateral and the Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations on the same terms as prior to the effectiveness hereof. Upon the effectiveness of this Amendment, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective on its terms unless otherwise expressly stated herein. The parties hereto acknowledge and agree that neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or any other Loan Document. (c) On and after the Extension Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. Except The parties hereto agree and acknowledge that: (i) nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Loan Agreement or any of the other Loan Documents other than as expressly set forth herein and further agree and acknowledge that the Loan Agreement (as modified hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed; (ii) nothing contained in this Amendment in any manner or respect requires Agent or any Lender to refund, disgorge or otherwise return any cash payments of principal, interest, fees or other amounts made by any Obligor prior to the date hereof and (iii) other than as expressly set forth herein, the obligations under the Loan Agreement and the guarantees, pledges and grants of security interests created under or pursuant to the Loan Agreement and the other Loan Documents continue in full force and effect in accordance with their respective terms and the Collateral secures and shall continue to secure the Obligors’ obligations under the Loan Agreement as amended by this Amendment and any other obligations and liabilities provided for under the Loan Documents. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not by implication operate as a consent or otherwise limitwaiver of any rights, impair, constitute a waiver of, power or otherwise affect the rights and remedies remedy of the Lenders or the Administrative Agent under the Credit Loan Agreement or any other Loan Document, and shall not alter, modify, amend nor constitute a consent or in waiver of any way affect any provision of the terms, conditions, obligations, covenants or agreements contained in the Credit Loan Agreement or any other Loan Document. No delay on the part of any Lender or Agent in exercising any of their respective rights, all of which are ratified remedies, powers and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle privileges under the Borrower Loan Agreement or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the termsLoan Documents or partial or single exercise thereof, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes consent to or waiver thereof. None of the Credit Agreementterms and conditions of this Amendment may be changed, be deemed to be set forth consented to, waived, modified or varied in the Credit Agreement. Each Obligor agrees that all of its obligationsany manner, liabilities and indebtedness under each Loan Documentwhatsoever, including guarantee obligations, shall remain in full force and effect, except in accordance with applicable law, on a continuous basis after giving effect to this AmendmentSection 14.1 of the Loan Agreement. On and after Upon the effectiveness hereof, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of this Amendment, any like import shall mean and be a reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified amended hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. Except as expressly set forth herein, this This Amendment to the Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect be effective and the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle be modified and amended in accordance herewith upon the Borrower occurrence of (a) the prior written notice to the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement and (b) the receipt by the Owner Trustee of an Opinion of Counsel that this Amendment does not adversely affect in any material respects the interests of the Swap Provider, or any Subsidiary Guarantor to a consent toNoteholder or Certificateholder. This Amendment, or a waiveronce effective, amendment, modification or other change of, any shall be effective as of the termsdate first set forth above. Notwithstanding the amendment to Exhibit A, conditionsit will not be necessary to amend the presently outstanding Trust Certificate, it being understood that (i) the Certificateholder agreed to such modification by signing this Amendment and (ii) all future Trust Certificates will include the language in Exhibit A, as modified. The Sponsor shall give prompt written notice to the Certificateholders, Indenture Trustee, the Swap Provider and each of the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement. The respective rights, limitations, obligations, covenants or agreements contained duties, liabilities and immunities of the Sponsor, the Depositor, the Owner Trustee, the Indenture Trustee, the Issuer, the Swap Provider, each of the Noteholders and the Certificateholders shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the Credit Agreement or any other Loan Document in similar or different circumstances. This terms and conditions of this Amendment shall apply be and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation part of the obligations outstanding under terms and conditions of the Credit Agreement or instruments guaranteeing or securing the samefor any and all purposes. The Agreement, which shall remain as amended hereby, is hereby ratified and confirmed in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderall respects.

Effect of Amendment. Except as expressly set forth herein, this This Amendment to the Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect be effective and the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle be modified and amended in accordance herewith upon the Borrower or any Subsidiary Guarantor occurrence of (a) the prior written notice to a consent to, or a waiver, amendment, modification or other change of, any the Rating Agencies of this Amendment pursuant to Section 12.01 of the termsAgreement and (b) the receipt by the Owner Trustee of an Opinion of Counsel that this Amendment does not adversely affect in any material respects the interests of any Noteholder or Certificateholder. This Amendment, conditionsonce effective, shall be effective as of the date first set forth above. Notwithstanding the amendment to Exhibit A, it will not be necessary to amend the presently outstanding Trust Certificate, it being understood that (i) the Certificateholder agreed to such modification by signing this Amendment and (ii) all future Trust Certificates will include the language in Exhibit A, as modified. The Sponsor shall give prompt written notice to the Certificateholders, Indenture Trustee and each of the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement. The respective rights, limitations, obligations, covenants or agreements contained duties, liabilities and immunities of the Sponsor, the Seller, the Owner Trustee, the Indenture Trustee, the Trust, each of the Noteholders and the Certificateholders shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the Credit Agreement or any other Loan Document in similar or different circumstances. This terms and conditions of this Amendment shall apply be and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation part of the obligations outstanding under terms and conditions of the Credit Agreement or instruments guaranteeing or securing the samefor any and all purposes. The Agreement, which shall remain as amended hereby, is hereby ratified and confirmed in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderall respects.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Existing Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement and the other Loan Documents as in effect prior to the Fourth Amendment Effective Date or the Fourth Amendment Operative Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Existing Credit Agreement or the Amended Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Existing Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Fourth Amendment Operative Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Existing Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Amended Credit Agreement contained in and the other Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agent, in each case under the Existing Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document. Except as expressly set forth herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein Without limiting the foregoing, (i) the Borrower, on its own behalf and on behalf of the other Loan Parties, acknowledges and agrees that (A) each Loan Document is hereby confirmed and ratified and shall be deemed remain in full force and effect according to entitle its respective terms (in the Borrower or any Subsidiary Guarantor to a consent case of the Existing Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, or a waiver, amendment, modification or other change of, any secure the payment of all of the terms, conditions, obligations, covenants or agreements contained Obligations on the terms and conditions set forth in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply Collateral Documents, and be effective only hereby confirms and, to the extent necessary, ratifies the security interests granted pursuant to the Collateral Documents and (ii) the Borrower, on behalf of the Guarantors, hereby confirms and ratifies the continuing unconditional obligations of the Guarantors under the Guaranty with respect to the provisions all of the Credit Agreement specifically referred to hereinGuaranteed Obligations. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Amended Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all including without limitation for purposes of its obligationsSections 10.15, liabilities 10.16 and indebtedness under each Loan Document10.17 thereof, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment No. 5 Effective Date, any reference all references to “the Existing Credit Agreement contained Agreement” in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of and all references in the obligations outstanding under the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or instruments guaranteeing or securing words of like import referring to the sameExisting Credit Agreement, which shall remain in full force and effectshall, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderunless expressly provided otherwise, refer to the Amended Credit Agreement.

Effect of Amendment. (i) Each of parties hereto agrees that from and after the Amendment No. 1 Effective Date, (i) each 2020 Term A Lender shall be an “Incremental Term Loan Lender” and a “Term Loan Lender” for all purposes under the Amended Credit Agreement and the other Loan Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the 2020 Term A Loan Commitment of each 2020 Term A Lender shall be a “Term Loan Commitment” for all purposes under the Amended Credit Agreement and the other Loan Documents, (iii) the 2020 Term A Loan Commitments and the 2020 Term A Loans thereunder shall constitute an “Incremental Term A Facility” and a “Facility” for all purposes under the Amended Credit Agreement and the other Loan Documents and (iv) the 2020 Term A Loans shall each be “Other Incremental Term Loans”, “Incremental Term A Loans” and “Term Loans”, representing a separate Class of Loans from the Initial Term B Loans, for all purposes under the Amended Credit Agreement and the other Loan Documents; (ii) Except as expressly set forth hereinherein (including Exhibit A hereto), this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement as amended hereby, or any other Loan Document as amended hereby, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein This Amendment shall be deemed to entitle the Borrower or any Subsidiary Guarantor to constitute an Incremental Amendment and a consent to, or a waiver, amendment, modification or other change of, any Loan Document for purposes of the termsCredit Agreement and from and after the Amendment No. 1 Effective Date, conditions, obligations, covenants or agreements contained all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or any other words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Document in similar or different circumstancesParties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby. This Amendment and the Amended Credit Agreement shall apply and be effective only with respect to the provisions not constitute a novation of the Credit Agreement specifically referred to herein. This Amendment shall constitute a or the other Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth hereinin this Fifth Amendment or in the Credit Agreement, this Fifth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)), in each case, as amended by this Fifth Amendment. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) On and after the Fifth Amendment shall apply and be effective only with respect to the provisions of Effective Date, each reference in the Credit Agreement specifically referred to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Credit Agreement (as amended by this Fifth Amendment). This Fifth Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit AgreementAgreement and the other Loan Documents. (c) The parties hereto confirm that no novation of any kind has occurred as a result of, be deemed to be set forth or in the Credit Agreement. Each Obligor agrees that all of its obligationsconnection with, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this AmendmentFifth Amendment or otherwise, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or such novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified being hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderexpressly disclaimed.

Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. In addition, each Obligor reaffirms the security interests and Liens granted by such Obligor under the terms and conditions of the Security Documents to secure the Secured Obligations and agrees that such security interests and Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed. On and after (i) the effectiveness of this AmendmentExtension Amendments Effective Date, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyhereby after giving effect to the Extension Amendments Effective Date, and (ii) the Reorganization Amendments Effective Date, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement (as in effect immediately prior to the Reorganization Amendments Effective Date) as modified hereby after giving effect to the Reorganization Amendments Effective Date. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. (a) Except as expressly set forth herein, this First Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This First Refinancing Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. The Borrower reaffirms its obligations under the Loan Documents to which it is a party and the validity of the Liens granted by it pursuant to the Collateral Documents. (b) On and after the First Refinancing Amendment Effective Date and the Additional Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Credit Agreement, “thereunder,” “thereof,” “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This First Refinancing Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders Lenders, the Issuing Bank or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This After the Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this AmendmentEffective Date, any reference to the Credit Agreement contained in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof”, “hereby” and words of similar import in the Loan Documents shall Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall not extinguish any the Obligations for the payment obligation of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Except as expressly contemplated hereby, nothing herein contained shall be construed as a substitution substitution, novation, or novation termination of the obligations Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders Lenders, the Issuing Bank or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This After the Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this AmendmentEffective Date, any reference to the Credit Agreement contained in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof”, “hereby” and words of similar import in the Loan Documents shall Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall not extinguish any the Obligations for the payment obligation of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Except as expressly contemplated hereby, nothing herein contained shall be construed as a substitution substitution, novation, or novation termination of the obligations Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect. (b) For the avoidance of doubt, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document the Additional Revolving Commitments contemplated hereby shall do not constitute “Incremental Revolving Commitments” established pursuant to Section 2.21 of the Credit Agreement, the provisions of which are not intended to be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereundermodified hereby.

Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders Lenders, the L/C Issuers or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This After the Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit AgreementNo. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment4 Effective Date, any reference to the Credit Agreement contained in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof”, “hereby” and words of similar import in the Loan Documents shall Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Refinancing Amendment” and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall not extinguish any the Obligations for the payment obligation of money outstanding under the Credit Agreement (except as otherwise expressly provided with respect to the Loan Repayment) or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the samesame (except as otherwise expressly provided with respect to the Loan Repayment), which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. This Amendment shall constitute an Incremental Amendment. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Amended Credit Agreement and each other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed Each Loan Party reaffirms its obligations under the Loan Documents to entitle which it is party and reaffirms and confirms the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any validity of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect its guarantees pursuant to the provisions Guaranty and its grant of Liens to secure the Credit Agreement specifically referred Secured Obligations pursuant to hereinthe Loan Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Amended Credit Agreement and, from and after the Amendment No. 5 Effective Date, (x) all references to the Credit Agreement or Amended Credit Agreement in any Loan Document and all references in the Credit Agreement or Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, be deemed shall, unless expressly provided otherwise, refer to be set forth the Amended Credit Agreement and (y) all references to any other Loan Document amended hereby in the Credit any Loan Document and all references in such Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to such Loan Document, shall, unless expressly provided otherwise, refer to such Loan Document as amended by this Amendment. Each Obligor of the Loan Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply including in each case, such obligations pursuant to the Amended Credit Agreement and (iii) reaffirms its prior grant and validity of the security interests pursuant to any Loan Document and agrees that all such security interests shall secure the Secured Obligations (including without limitation, the New Incremental Revolving Loans, the Swingline Exposure and the LC Exposure). Neither the modification of its obligationsthe Credit Agreement effected pursuant to this Amendment nor the execution, liabilities delivery, performance or effectiveness of this Amendment and indebtedness under each the Amended Credit Agreement impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On , such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations (including without limitation, the New Incremental Revolving Loans, the Swingline Exposure and after the effectiveness of this AmendmentLC Exposure), any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement whether heretofore or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderhereafter incurred.

Effect of Amendment. 7.1. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effectaffect. The Parent Borrower and each Subsidiary Guarantor acknowledges and agrees that all of the Liens and security interests created and arising under any Loan Document remain in full force and effect and continue to secure its Obligations (as such term is defined after giving effect to this Amendment ), unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment. Nothing herein shall be deemed to entitle the Parent Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Nothing in this Amendment shall apply and be effective only with respect deemed to the provisions be a novation of any obligations under the Credit Agreement specifically referred or any other Loan Document. 7.2. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). 7.3. Except as expressly provided herein or in the Amended Credit Agreement, the New Revolving Commitments and New Revolving Loans shall be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference subject to the terms and provisions of the Amended Credit Agreement contained in and the other Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth hereinherein or in the Amended Credit Agreement, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, Voting Participants or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which which, subject to the terms of the Amended Credit Agreement, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Holdings and the Borrower or any Subsidiary Guarantor Borrowers to a future consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document in similar or different circumstances. . (b) On and after the Second Amendment Effective Date, each reference in the Loan Documents to the “Credit Agreement” shall be deemed a reference to the Amended Credit Agreement. (c) This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Amended Credit Agreement and the other Loan Documents. (d) Each of the Administrative Agent, each Consenting Lender, each Consenting Voting Participant and each Loan Party expressly acknowledge that it is not its intention that this Amendment Agreement or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants, grants of Liens or agreements contained in the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement), but rather constitute a modification thereof or supplement thereto pursuant to the terms contained herein and therein. The Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), in each case as amended, modified or supplemented hereby, shall be deemed to be set forth continuing agreements among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens (as defined in the Existing Credit Agreement. Each Obligor agrees that all of its obligations) created, liabilities pursuant to or in connection with the Existing Credit Agreement and indebtedness under each the other Loan Document, including guarantee obligations, Documents (as defined in the Existing Credit Agreement) shall remain in full force and effect, each in accordance with applicable lawits terms (as amended, on a continuous basis after giving effect modified or supplemented by this Amendment Agreement), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to this Amendment. On and after the effectiveness terms of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge such document, instrument, or release agreement or as otherwise agreed by the Lien required parties hereto or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderthereto.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Agent or the Administrative Agent Issuing Banks, in each case under the Existing Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement or any other Loan Document, all of which are Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. The U.S. Borrower, on behalf of itself and each other Loan Party, reaffirms each such Loan Party’s obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Security Documents. This Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Amendment No. 9 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. The U.S. Borrower, on behalf of itself and each other Loan Party, hereby consents to this Amendment and confirms that all obligations of the Loan Parties under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement. This Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment No. 9 shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Collateral Agent, the Administrative Agent, the Escrow Agent or the Administrative Disbursement Agent under the Credit Agreement, the Escrow and Security Agreement, the Disbursement Agreement and the Completion Guarantees or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Escrow and Security Agreement, the Disbursement Agreement or the Completion Guarantees or any other provision of any such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement, the Escrow and Security Agreement, the Disbursement Agreement or the Completion Guarantees or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed Each Loan Party reaffirms its obligations under the Loan Documents to entitle which it is party and the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any validity of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Liens granted by it pursuant to the provisions Collateral Documents and Stockbridge and SBE each reaffirm their respective obligations under the Completion Guarantees. From and after the effective date of the Credit Agreement specifically referred this Amendment, all references to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed the Escrow and Security Agreement, the Disbursement Agreement and/or the Completion Guarantees in any Loan Document shall, unless expressly provided otherwise, refer to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities the Escrow and indebtedness under each Loan DocumentSecurity Agreement, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to the Disbursement Agreement and/or the Completion Guarantees as amended by this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. (a) This Amendment shall not constitute a novation of the Credit Agreement or any of the Credit Documents. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed By executing and delivering a copy hereof, each Credit Party hereby consents to entitle this Amendment and the Borrower or any Subsidiary Guarantor to a consent totransactions contemplated hereby and hereby confirms its respective guarantees, or a waiverpledges and grants of security interests, amendmentas applicable, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply under and be effective only with respect subject to the provisions terms of each of the Credit Agreement specifically referred Documents to herein. This Amendment shall constitute a Loan Documentwhich it is party, and agrees that, after giving effect to this Amendment, such guarantees, pledges and grants of security interests, and the representations, warranties and agreements contained herein shall, for all purposes terms of each of the Credit AgreementSecurity Documents to which it is a party, be deemed shall continue to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, including to secure the Obligations. For the avoidance of doubt, on and after the Amendment No. 11 Effective Date, this Amendment shall for all purposes constitute a Credit Document. (b) Each Additional Tranche B-7 Term Loan Lender party hereto (i) confirms that it has received a copy of the Credit Agreement, this Amendment and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Amended Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any Agent or any other Additional Tranche B-7 Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Amendment and the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with applicable lawtheir terms all of the obligations which by the terms of the this Amendment and the Amended Credit Agreement are required to be performed by it as a Lender. Upon the Amendment No. 11 Effective Date, the undersigned Additional Tranche B-7 Term Loan Lender shall become a Lender under the Amended Credit Agreement and shall have the respective Additional Tranche B-7 Term Loan Commitment set forth next to its name on a continuous basis after giving effect the Eleventh Amendment Agreement Allocation Schedule. In addition, if an Existing Tranche B-4 Term Loan Lender has exercised its “Cashless Settlement Option” or the “Post-Closing Settlement Option” pursuant to their Consent to Eleventh Amendment Agreement, the amount of such Existing Tranche B-4 Term Loan Lender’s participation in the Tranche B-7 Term Loans may be less than 100% of the principal amount of such Existing Tranche B-4 Term Loan Lender’s Existing Tranche B-4 Term Loans, based on the RBC Arranger's allocations of the Tranche B-7 Term Loans. (c) Each of the Amendment No. 11 Arrangers each in its capacity as such, shall not have any obligations, duties or responsibilities under this Amendment. On . (d) It is understood, and after the effectiveness Borrowers hereby specify in accordance with Section 5.1 of the Credit Agreement, that any prepayment of Tranche B-6 Term Loans made in connection with this Amendment, any reference Amendment shall be applied to the Tranche B-6 Term Loan Repayment Amount specified in clause (y) of Section 2.5(b)(iii) of the Credit Agreement contained and such prepayment shall not, for the avoidance of doubt, reduce any scheduled amortization payments specified in the Loan Documents shall mean clause (x) of Section 2.5(b)(iii) of the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderAgreement.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to Each Loan Party, as a consent todebtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as an accomodation party or guarantor, as the case may be, hereby ratifies and reaffirms (i) its Obligations, which shall include obligations (whether direct, as a waiver, amendment, modification guarantor or other change of, any otherwise) in respect of the terms, conditions, Term B-1 Loans and Term B-2 Loans and all other obligations, covenants or agreements contained in liabilities and indebtedness, under the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply Documents to which it is party and be effective only with respect (ii) the validity of the Liens granted by it pursuant to the provisions Security Documents, and all UCC financing statements and all other recordings and filings previously made, recorded or filed are intended to and do secure and perfect all of its Obligations (including its obligations under the Credit Agreement specifically referred Term B-1 Loans and Term B-2 Loans), in each case to hereinthe extent provided in such Collateral Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities Agreement and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment No. 1 Effective Date, any reference all references to the Credit Agreement contained in any Loan Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified herebyamended by this Amendment. This Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall not extinguish any payment obligation outstanding under continue to apply to the Credit Agreement or discharge or release as amended hereby. Each of the Lien or priority of Loan Parties who has executed any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation which is governed by the laws of Ireland further consent and agree that the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameratification, which shall remain in full force reaffirmation and effect, except as modified hereby or confirmation given by instruments executed concurrently herewith. Nothing expressed or implied it in this Amendment or any other document contemplated hereby shall Section 7 in respect of such documentation be construed as a release or other discharge governed by the laws of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderIreland.

Effect of Amendment. Except as expressly set forth herein, (a) Each Party acknowledges and agrees that this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies constitutes an instrument in writing on behalf of each of the Lenders Parties in accordance with Section 9.05 of the Agreement. For the avoidance of doubt, references to the date of the Agreement, and references to the “date hereof”, “the date of this Agreement” or words of similar meaning in the Administrative Agent under Agreement shall continue to refer to February 27, 2022. (b) Notwithstanding anything to the Credit contrary in the Agreement: (i) Seller Parent and its Affiliates shall in no event be in breach of any covenant or agreement contained in the Agreement or any other Loan Transaction Document, and the representations and warranties of Seller Parent and its Affiliates contained in the Agreement and the other Transaction Documents shall not alterin no event be determined to be inaccurate, modifyin each case, amend or in any way affect to the extent resulting from any of the termsamendments to the Agreement effected by this Amendment (other than, conditionsfor the avoidance of doubt, obligations(A) to the extent Seller Parent or any of its Affiliates do not perform their respective obligations under this Amendment and (B) to the extent changes are expressly made by this Amendment to provisions in the Transaction Documents (for example, covenants the change to the Working Capital Target)); (ii) in no event shall the ROW Note be included in the Working Capital Adjustment Amount, the Assumed Indebtedness Amount, the Closing Collaboration Adjustment Amount or agreements the Buyer Debt Amount (in each case, including any estimate thereof), or otherwise constitute Indebtedness of Seller Parent, Buyer or any of their respective Affiliates for purposes of the Agreement; (iii) in no event shall the ROW Note (or any accounts, balances, payables, receivables or Indebtedness thereunder) be considered Intercompany Accounts or Business Intercompany Contracts for purposes of the Agreement; (iv) in no event shall the equity interests in the ROW Acquired Company issued pursuant to the Buyer ROW Contribution be considered ROW Acquired Equity Interests for purposes of the Agreement; (v) Buyer and its Affiliates shall in no event be in breach of any covenant or agreement contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Transaction Document, and the representations, representations and warranties of Buyer and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement Affiliates contained in the Loan Agreement and the other Transaction Documents shall mean in no event be determined to be inaccurate, in each case, to the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document extent resulting from any of the amendments to the Agreement effected by this Amendment (other than, for the avoidance of doubt, to the extent Buyer or any of its Affiliates do not perform their respective obligations under this Amendment); and liabilities thereunder(vi) this Amendment constitutes (A) the consent of Seller Parent under the Transaction Documents to the Buyer Parent Equity Financing Letter Amendment and the Serum Equity Financing Letter Amendment and (B) the mutual agreement of the Parties that the Buyer Parent Equity Financing Letter Amendment and the Serum Equity Financing Letter Amendment will not prevent or impede the Intended Tax Treatment.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Administrative Agent, the Issuing Banks or the Administrative Agent Lenders under the Credit Agreement or any of the other Loan DocumentDocuments, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any of the other Loan DocumentDocuments, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any of the other Loan Document Documents in similar or different circumstances. This Amendment shall apply and be effective only with respect . (b) Notwithstanding anything to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of contrary in the Credit Agreement, be deemed to be set forth in for purposes of determining the Applicable Rate under the Credit Agreement. Each Obligor agrees that all of its obligationsAgreement the Leverage Ratio for the four fiscal quarter period ended September 30, liabilities and indebtedness under each Loan Document, including guarantee obligations, 2020 shall remain in full force and effect, in accordance with applicable law, on a continuous basis be recalculated after giving effect to this AmendmentAmendment and a revised Compliance Certificate for such period shall be delivered by the Company to the Administrative Agent and each of the Revolving Lenders on the Third Amendment Effective Date (the “Revised Compliance Certificate”). Solely for the period from and after the Third Amendment Effective Date (but not for any day prior thereto) and until the next date on which the Applicable Rate is determined in accordance with the definition thereof in the Credit Agreement, the Applicable Rate shall be determined by reference to the Revised Compliance Certificate. Consumer Sensitive (Confidential) [[5565172]] (c) On and after the effectiveness of this AmendmentThird Amendment Effective Date, any reference to the Credit Agreement contained in the any Loan Documents Document shall mean be deemed to be a reference to the Credit Agreement as modified hereby. amended by this Amendment. (d) This Amendment shall not extinguish any payment obligation outstanding under constitute a Loan Document for all purposes of the Credit Agreement or discharge or release the Lien or priority of any and each other Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Existing Administrative Agent or the New Administrative Agent Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein Without limiting the foregoing, (i) each Loan Party acknowledges and agrees that (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall be deemed remain in full force and effect according to entitle its respective terms (in the Borrower or any Subsidiary Guarantor to a consent case of the Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, or a waiversecure the payment of all of its Obligations (including, amendmentfor the avoidance of doubt, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained New Term Loans made on the Amendment No. 1 Effective Date) on the terms and conditions set forth in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply Collateral Documents, and be effective only hereby confirms and, to the extent necessary, ratifies the security interests granted by it pursuant to the Collateral Documents to which it is a party and (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Guaranty with respect to all of its Obligations (including, for the provisions avoidance of doubt, the Credit Agreement specifically referred to hereinNew Term Loans made on the Amendment No. 1 Effective Date). This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all including without limitation for purposes of its obligationsSections 10.15, liabilities 10.16 and indebtedness under each Loan Document10.17 thereof, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment No. 1 Effective Date, any reference all references to the Credit Agreement contained in any Loan Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or amended by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderAmendment.

Effect of Amendment. (a) The parties hereto agree that, on the Amendment Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) all Obligations under the Existing Credit Agreement outstanding on the Amendment Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding under the Amended Credit Agreement and (ii) the Guaranties made to the Lenders, the Administrative Agents, and each other holder of the Obligations pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement. (b) Except as expressly set forth herein, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders Lenders, the Administrative Agents, the L/C Issuers or the Administrative Agent Swing Line Lenders under the Existing Credit Agreement or any other Loan Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Credit Document, all of which which, as amended, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Credit Document in similar or different circumstances. This Amendment Agreement shall apply constitute a Credit Document. (c) Except as expressly modified and be effective only with respect to amended in this Agreement, all of the terms, provisions and conditions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, Documents shall remain unchanged and in full force and effect. The Credit Documents and any and all other documents heretofore, in accordance with applicable law, on a continuous basis after giving effect now or hereafter executed and delivered pursuant to this Amendment. On and after the effectiveness terms of this Amendment, the Existing Credit Agreement are hereby amended so that any reference to the Existing Credit Agreement contained in the Loan Documents shall mean a reference to the Amended Credit Agreement. (d) It is understood and agreed that, with respect to any Eurodollar Rate Loan outstanding on the Amendment Closing Date, (i) such Eurodollar Rate Loan shall continue to bear interest at the Eurodollar Rate until the end of the current Interest Period applicable to such Eurodollar Rate Loan, and (ii) any Eurodollar Rate-related provisions of the Existing Credit Agreement as modified hereby. This Amendment applicable to such Eurodollar Rate Loan are incorporated into the Amended Credit Agreement, mutatis mutandis, and the parties hereto hereby agree that such provisions shall not extinguish any payment obligation outstanding under continue to apply to such Eurodollar Rate Loan until the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation end of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereundercurrent Interest Period applicable thereto.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Administrative Agent, any other Agent or the Administrative Agent Borrowers, in each case under the Credit Agreement, the U.S. Security Agreement or any other Loan Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the U.S. Security Agreement or any other Loan provision of either such agreement or any other Credit Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement, the U.S. Security Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect and nothing herein can or may be construed as a novation thereof. Nothing herein shall be deemed Each Obligor reaffirms its obligations under the Credit Documents to entitle which it is party and the Borrower or any Subsidiary Guarantor to a consent tovalidity, or a waiver, amendment, modification or other change of, any enforceability and perfection of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Liens granted by it pursuant to the provisions of the Credit Agreement specifically referred to hereinSecurity Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Credit Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities Agreement and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment No. 1 Effective Date, any reference all references to the Credit Agreement contained in any Credit Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified herebyamended by this Amendment and all references to the U.S. Security Agreement in any Credit Document and all references in the U.S. Security Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the U.S. Security Agreement, shall, unless expressly provided otherwise, refer to the U.S. Security Agreement as amended by this Amendment. This Each of the Obligors hereby consents to this Amendment shall not extinguish any payment obligation outstanding and confirms that all obligations of such Obligor under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained Documents to which such Obligor is a party shall be construed as a substitution or novation of the obligations outstanding under continue to apply to the Credit Agreement or instruments guaranteeing or securing and the sameU.S. Security Agreement, which shall remain in full force and effect, except each as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderamended hereby.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Administrative Agent, any other Agent or the Administrative Agent Issuing Lenders, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of any such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Each Loan Party hereby expressly acknowledges the Borrower or any Subsidiary Guarantor to a consent toterms of this Amendment and reaffirms, or a waiver, amendment, modification or other change of, any as of the termsdate hereof, conditions, obligations, (i) the covenants or and agreements contained in the Credit Agreement or any other each Loan Document to which it is a party, including, in similar or different circumstances. This each case, such covenants and agreements as in effect immediately after giving effect to this Amendment shall apply and be effective only with the transactions contemplated hereby and (ii) its guarantee of the Obligations (including, without limitation, in respect of the Tranche A-3 Term Loans and the Tranche B-2 Term Loans) under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations (including, without limitation, in respect of the Tranche A-3 Term Loans and the Tranche B-2 Term Loans) pursuant to the provisions of the Credit Agreement specifically referred to hereinSecurity Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities Agreement and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment No. 2 Effective Date, any reference all references to the Credit Agreement contained in any Loan Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement,” “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified herebyamended by this Amendment. This Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall not extinguish any payment obligation outstanding under continue to apply to the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderamended hereby.

Effect of Amendment. (a) This Amendment shall not constitute a novation of the Credit Agreement or any of the Credit Documents. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed By executing and delivering a copy hereof, each Credit Party hereby consents to entitle this Amendment and the Borrower or any Subsidiary Guarantor to a consent totransactions contemplated hereby and hereby confirms its respective guarantees, or a waiverpledges and grants of security interests, amendmentas applicable, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply under and be effective only with respect subject to the provisions terms of each of the Credit Agreement specifically referred Documents to herein. This Amendment shall constitute a Loan Documentwhich it is party, and agrees that, after giving effect to this Amendment, such guarantees, pledges and grants of security interests, and the representations, warranties and agreements contained herein shall, for all purposes terms of each of the Credit AgreementSecurity Documents to which it is a party, be deemed shall continue to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, including to secure the Obligations. For the avoidance of doubt, on and after the Amendment No. 12 Effective Date, this Amendment shall for all purposes constitute a Credit Document. (b) Each Additional Tranche B-8 Term Loan Lender party hereto (i) confirms that it has received a copy of the Credit Agreement, this Amendment and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Amended Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any Agent or any other Additional Tranche B-8 Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Amendment and the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation their terms all of the obligations outstanding which by the terms of the this Amendment and the Amended Credit Agreement are required to be performed by it as a Lender. Upon the Amendment No. 12 Effective Date, the undersigned Additional Tranche B-8 Term Loan Lender shall become a Lender under the Amended Credit Agreement and shall have the respective Additional Tranche B-8 Term Loan Commitment set forth next to its name on the Twelfth Amendment Agreement Allocation Schedule. In addition, if an Existing Tranche B-6 Term Loan Lender has exercised its “Cashless Settlement Option” or instruments guaranteeing the “Post-Closing Settlement Option” pursuant to their Consent to Twelfth Amendment Agreement, the amount of such Existing Tranche B-6 Term Loan Lender’s participation in the Tranche B-8 Term Loans may be less than 100% of the principal amount of such Existing Tranche B-6 Term Loan Lender’s Existing Tranche B-6 Term Loans, based on the RBC Arranger’s allocations of the Tranche B-8 Term Loans. (c) Each of the Amendment No. 12 Arrangers each in its capacity as such, shall not have any obligations, duties or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in responsibilities under this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderAmendment.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) From and after the Amendment shall apply Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and be effective only with respect each reference to the provisions of the “Credit Agreement specifically referred to herein. This Amendment shall constitute a Agreement” in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement and each reference in any Loan Document to the representations“Term Lenders”, warranties and agreements contained herein shall“Term Loans”, for all purposes of the “Term Loan Commitments”, “Term Facility”, “Additional Term Loans”, “Additional Term Loan Commitments”, “Revolving Lenders”, “Revolving Loans”, “Revolving Credit AgreementCommitments”, “Revolving Facility”, “Additional Revolving Lenders”, “Additional Revolving Loans” or “Additional Revolving Credit Commitments” shall be deemed to be set forth in include the Credit AgreementAmendment No. Each Obligor agrees that all of its obligations15 Term Lenders, liabilities Amendment No. 15 Term Loans, Amendment No. 15 Term Loan Commitments, Amendment No. 15 Replacement and indebtedness under each Loan DocumentIncremental Revolving Lenders, including guarantee obligationsAmendment No. 15 Replacement and Incremental Revolving Loans and Amendment No. 15 Replacement and Incremental Revolving Commitments, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderapplicable.

Effect of Amendment. (a) This Amendment shall not constitute a novation of the Credit Agreement or any of the Credit Documents. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed By executing and delivering a copy hereof, each Credit Party hereby consents to entitle this Amendment and the Borrower or any Subsidiary Guarantor to a consent totransactions contemplated hereby and hereby confirms its respective guarantees, or a waiverpledges and grants of security interests, amendmentas applicable, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply under and be effective only with respect subject to the provisions terms of each of the Credit Agreement specifically referred Documents to herein. This Amendment shall constitute a Loan Documentwhich it is party, and agrees that, after giving effect to this Amendment, such guarantees, pledges and grants of security interests, and the representations, warranties and agreements contained herein shall, for all purposes terms of each of the Credit AgreementSecurity Documents to which it is a party, be deemed shall continue to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, including to secure the Obligations. For the avoidance of doubt, on and after the Amendment No. 8 Effective Date, this Amendment shall for all purposes constitute a Credit Document. (b) Each Additional Tranche B-5 Term Loan Lender party hereto (i) confirms that it has received a copy of the Credit Agreement, this Amendment and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Amended Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any Agent or any other Additional Tranche B-5 Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Amendment and the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation their terms all of the obligations outstanding which by the terms of the this Amendment and the Amended Credit Agreement are required to be performed by it as a Lender. Upon the Amendment No. 8 Effective Date, the undersigned Additional Tranche B-5 Term Loan Lender shall become a Lender under the Amended Credit Agreement and shall have the respective Additional Tranche B-5 Term Loan Commitment set forth next to its name on the Eighth Amendment Agreement Allocation Schedule. In addition, if an Existing Amendment No. 6 Term Loan Lender has exercised its “Cashless Settlement Option” or instruments guaranteeing or securing the same“Post-Closing Settlement Option” pursuant to their Consent to Eighth Amendment Agreement, which shall remain the amount of such Existing Amendment No. 6 Term Loan Lender’s participation in full force and effectthe Tranche B-5 Term Loans may be less than 100% of the principal amount of such Existing Amendment No. 6 Term Loan Lender’s Existing Amendment No. 6 Term Loans, except as modified hereby or by instruments executed concurrently herewithbased on the Amendment No. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge 8 Arranger’s allocation of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderthe Tranche B-5 Term Loans.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Agent or the Administrative Agent Issuing Banks, in each case under the Existing Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement or any other Loan Document, all of which are Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed The U.S. Borrower, on behalf of itself and each Loan Guarantor, reaffirms its obligations and the obligations of each Loan Guarantor under the Loan Documents to entitle which it is party and the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any validity of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Liens granted by it pursuant to the provisions of the Credit Agreement specifically referred to hereinSecurity Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Amended Credit Agreement and from and after the Amendment No. 4 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, be deemed shall, unless expressly provided otherwise, refer to be set forth in the Amended Credit Agreement. Each Obligor agrees The U.S. Borrower, on behalf of itself and each of the Loan Guarantors, hereby consents to this Amendment and confirms that all obligations of its obligations, liabilities and indebtedness the U.S. Borrower or each such Loan Guarantor under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents to which the U.S. Borrower and such Loan Guarantor is a party shall mean continue to apply to the Amended Credit Agreement as modified herebyAgreement. This Amendment shall not extinguish any payment obligation outstanding under constitute a novation of the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. This Amendment shall constitute an “Incremental Facility Amendment” for all purposes of the Credit Agreement and the other Loan Documents and the New Revolving Credit Commitments shall constitute “Additional Revolving Credit Commitments” for all purposes of the Credit Agreement and the other Loan Documents. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or the Collateral Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect and each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the grant of its Liens on the Collateral made by it pursuant to the Collateral Documents. Nothing herein shall be deemed to entitle Without limiting the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any generality of the termsforegoing, conditions, obligations, covenants or agreements contained in the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Credit Agreement or any and the other Loan Document Documents, in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to hereineach case, as amended by this Amendment. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all including without limitation for purposes of its obligationsSections 10.14, liabilities 10.15 and indebtedness under each Loan Document10.17 thereof, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentThird Incremental Facility Closing Date, any reference all references to the Credit Agreement contained in any Loan Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified herebyamended by this Amendment. This Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall not extinguish any payment obligation outstanding under continue to apply to the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereofas amended hereby. Nothing herein contained The New Revolver Arrangers shall be construed as a substitution or novation of entitled to all rights, privileges and immunities provided to the obligations outstanding under “Lead Arrangers” in the Credit Agreement or instruments guaranteeing or securing and the same, which shall remain in full force other Loan Documents and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby the New Revolver Co-Documentation Agents shall be construed as a release or entitled to all rights, privileges and immunities provided to the “Documentation Agents” in the Credit Agreement and the other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Credit Document; provided that each Lender party hereto waives its right to reimbursement under Section 3.05 of the Amended Credit Agreement solely as it relates to any prepayment of any Loan Documenton the Amendment No. 6 Effective Date, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan provision of either such agreement or any other Credit Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement, after giving effect to this Amendment, or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed Each Credit Party reaffirms its obligations under the Credit Documents to entitle which it is party and its prior grant and the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any validity of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Liens granted by it pursuant to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan DocumentCollateral Documents, and the representations, warranties and agreements contained herein shall, for with all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain such Liens continuing in full force and effect, in accordance with applicable law, on a continuous basis effect after giving effect to this Amendment. On To secure the prompt payment and after performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the effectiveness of this AmendmentObligations, any reference each Credit Party hereby grants (and to the extent applicable, confirms its continuing prior grant) to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in any and all right, title and interest of such Credit Agreement contained Party in and to all of the Collateral (as defined in the Loan Documents shall mean U.S. Security Agreement) and the Credit Pledged Collateral (as defined in the U.S. Pledge Agreement), in each case other than Excluded Property. For the avoidance of doubt, the security interest granted herein is in furtherance of the security interest granted in the U.S. Security Agreement as modified hereby. This Amendment and the U.S. Pledge Agreement, does not affect the validity, scope or existence of the security interest created pursuant to the U.S. Security Agreement and the U.S. Pledge Agreement and shall not extinguish any payment obligation outstanding under be junior to the Credit security interest granted pursuant to the U.S. Security Agreement or discharge or release and the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.U.S.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication be deemed to be an amendment to or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies modification of any other provisions of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan DocumentDocument or any right, and shall not alter, modify, amend power or in any way affect any remedy of the termsConsenting Lenders, conditionsnor shall this Amendment constitute a waiver of any provision of the Existing Credit Agreement, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all or any other document, instrument and/or agreement executed or delivered in connection therewith or of which are ratified and affirmed any Default or Event of Default under any of the foregoing, in all respects and shall continue in full force and effecteach case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. (b) From and after the Amendment No. This Amendment shall apply 2 Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and be effective only with respect each reference to the provisions of “Credit Agreement” in any other Loan Document shall be deemed a reference to the Existing Credit Agreement as amended by this Amendment (other than the Amendment No. 2 Closing Date Amendments). (c) From and after the Amendment No. 2 Closing Date, each reference in the Credit Agreement specifically referred to “this Agreement”, “hereunder”, “hereof”, “herein. ”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement as amended by this Amendment. (d) The Borrower (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents. (e) This Amendment shall constitute a “Loan Document, ” and the representations, warranties and agreements contained herein shall, an “Incremental Facility Amendment” for all purposes of the Credit Agreement, Agreement and the other Loan Documents. (f) This Amendment may not be deemed amended nor may any provision hereof be waived except pursuant to be set forth in Section 9.02 of the Credit Agreement. Each Obligor agrees that all To the extent permitted by applicable Requirements of its obligationsLaw, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness any provision of this AmendmentAmendment held to be invalid, illegal or unenforceable in any reference jurisdiction shall, as to such jurisdiction, be ineffective to the Credit Agreement contained extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment a particular jurisdiction shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or invalidate such provision in any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderjurisdiction.

Effect of Amendment. On and after the Amendment No. 1 Effective Date, each reference to the Credit Agreement in any Loan Document (including to any Exhibit or Schedule attached thereto) shall be deemed to be a reference to the Amended Credit Agreement. As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Amended Credit Agreement, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each reference to a “Lender” or “Lenders” or “Revolving Credit Lender” or “Secured Party” or any similar term in the Credit Agreement or the other Loan Documents shall be deemed to include each Additional Lender. Except as expressly set forth hereinin this Amendment, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as in effect immediately prior to the Amendment No. 1 Effective Date or any other Loan Document in similar or different circumstances. This Amendment shall apply Except as expressly amended hereby or specifically waived above, (i) all of the terms and be effective only with respect to the provisions of the Amended Credit Agreement specifically referred to herein. This Amendment shall constitute a and all other Loan Document, Documents are and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effecteffect and are hereby ratified and confirmed, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement (ii) nothing contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Amended Credit Agreement or instruments guaranteeing or securing the sameany other Loan Document, which obligations shall remain in full force and effect, except in each case as modified amended, restated, replaced and superseded hereby or by any instruments executed concurrently herewithin connection herewith or therewith. Nothing expressed or implied in this This Amendment or any shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth hereinherein or in the Amended Credit Agreement, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, Voting Participants or the Administrative Agent under the Existing Credit Agreement, the Existing Security Agreement or any other Loan Document, Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or in the Existing Security Agreement or any other provision of the Existing Credit Agreement or of the Existing Security Agreement or of any other Loan Document, all of which which, subject to the terms of the Amended Credit Agreement and the Amended Security Agreement, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Holdings and the Borrower or any Subsidiary Guarantor Borrowers to a future consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, Amended Credit Agreement, Existing Security Agreement, Amended Security Agreement or any other Loan Document in similar or different circumstances. (b) On and after the First Amendment Effective Date, each reference in the Loan Documents to the “Credit Agreement” shall be deemed a reference to the Amended Credit Agreement. On and after the First Amendment Effective Date, each reference in the Loan Documents to the “Security Agreement” shall be deemed a reference to the Amended Security Agreement. (c) This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Amended Credit Agreement, the Amended Security Agreement and the other Loan Documents. (d) Each of the Administrative Agent, each Consenting Lender, each Consenting Voting Participant and each Loan Party expressly acknowledge that it is not its intention that this Amendment Agreement or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants, grants of Liens or agreements contained in the Existing Credit Agreement, the Existing Security Agreement or any other Loan Document (as defined in the Existing Credit Agreement), but rather constitute a modification thereof or supplement thereto pursuant to the terms contained herein and therein. The Existing Credit Agreement, the Existing Security Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), in each case as amended, modified or supplemented hereby, shall be deemed to be set forth continuing agreements among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens (as defined in the Existing Credit Agreement. Each Obligor agrees that all of its obligations) created, liabilities pursuant to or in connection with the Existing Credit Agreement, the Existing Security Agreement and indebtedness under each the other Loan Document, including guarantee obligations, Documents (as defined in the Existing Credit Agreement) shall remain in full force and effect, each in accordance with applicable lawits terms (as amended, on a continuous basis after giving effect modified or supplemented by this Amendment Agreement), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to this Amendment. On and after the effectiveness terms of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge such document, instrument, or release agreement or as otherwise agreed by the Lien required parties hereto or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderthereto.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan provision of either such agreement or any other Credit Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement, after giving effect to this Amendment, or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed Each Credit Party reaffirms its obligations under the Credit Documents to entitle which it is party and the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any validity of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Liens granted by it pursuant to the provisions of the Credit Agreement specifically referred to hereinCollateral Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Credit Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities Agreement and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment No. 4 Effective Date, any reference all references to the Credit Agreement contained in any Credit Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified herebyamended by this Amendment. This Amendment shall not extinguish any payment obligation outstanding Each of the Credit Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement as amended hereby and (iii) agrees that all security interests granted by it pursuant to any Credit Document (whether before, on or discharge or release after the Lien or priority Amendment No. 4 Effective Date) shall secure (and continue to secure) the Obligations (including without limitation Obligations in respect of any Loan Document or any the Term B-3 Loans) under the Credit Documents as amended by this Amendment. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other security therefor or any guarantee thereof. Nothing herein contained Credit Documents amended and/or executed and delivered in connection herewith shall be construed as not constitute a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing and the same, which shall remain other Credit Documents as in full force and effect, except as modified hereby or by instruments executed concurrently herewitheffect prior to the Amendment No. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder4 Effective Date.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent or the Collateral Agent under the Existing Credit Agreement, the Existing Security Agreement or any other Loan Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Existing Security Agreement or any other Loan provision of the Existing Credit Agreement, the Existing Security agreement or of any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Existing Security Agreement or any other Loan Credit Document in similar or different circumstances. (b) From and after the Amendment No. This Amendment shall apply 3 Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and be effective only with respect each reference to the provisions of “Credit Agreement” in any other Credit Document shall be deemed a reference to the Existing Credit Agreement specifically referred as amended hereby. (c) From and after the Amendment No. 3 Effective Date, each reference in the Amended Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Pledge and Security Agreement” in any other Credit Document shall be deemed a reference to the Existing Security Agreement as amended hereby. (d) From and after the Amendment No. This 3 Effective Date, this Amendment shall constitute a Loan “Credit Document, ” and the representations, warranties and agreements contained herein shall, a “Collateral Document” for all purposes of the Amended Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. This Amendment shall constitute a Refinancing Amendment. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Amended Credit Agreement and each other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed Each Loan Party reaffirms its obligations under the Loan Documents to entitle which it is party and reaffirms and confirms the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any validity of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect its guarantees pursuant to the provisions Guaranty and its grant of Liens to secure the Credit Agreement specifically referred Secured Obligations pursuant to hereinthe Loan Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Amended Credit Agreement and, from and after the Amendment No. 7 Effective Date, (x) all references to the Credit Agreement or Amended Credit Agreement in any Loan Document and all references in the Credit Agreement or Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, be deemed shall, unless expressly provided otherwise, refer to be set forth the Amended Credit Agreement and (y) all references to any other Loan Document amended hereby in the Credit any Loan Document and all references in such Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to such Loan Document, shall, unless expressly provided otherwise, refer to such Loan Document as amended by this Amendment. Each Obligor of the Loan Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply including in each case, such obligations pursuant to the Amended Credit Agreement and (iii) reaffirms its prior grant and validity of the security interests pursuant to any Loan Document and agrees that all such security interests shall secure the Secured Obligations (including without limitation, the Seventh Amendment Refinancing Term Loans). Neither the modification of its obligationsthe Credit Agreement effected pursuant to this Amendment nor the execution, liabilities delivery, performance or effectiveness of this Amendment and indebtedness under each the Amended Credit Agreement impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after , such Liens continue unimpaired with the effectiveness same priority to secure repayment of this Amendmentall Secured Obligations (including without limitation, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Seventh Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement Refinancing Term Loans), whether heretofore or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderhereafter incurred.

Effect of Amendment. (a) Except as expressly set forth hereinin this Fourth Amendment or in the Credit Agreement, this Fourth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including all 2020 New Refinancing Term B Loans and the 2020 Converted Refinancing Term B Loans), in each case, as amended by this Fourth Amendment. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) On and after the Fourth Amendment shall apply and be effective only with respect to the provisions of Effective Date, each reference in the Credit Agreement specifically referred to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Credit Agreement as modified by this Fourth Amendment. This Fourth Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit AgreementAgreement and the other Loan Documents. (c) This Fourth Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. (d) This Fourth Amendment may not be deemed to be set forth amended, modified or waived except in accordance with Section 10.01 of the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. Except (a) On and after the Amendment Effective Date, (i) each reference in the Loan Documents (other than the Amended Credit Agreement) to "the Revolving Credit Agreement," "therein," "thereunder," "thereof" or words of like import referring to the Unamended Credit Agreement, shall mean and be a reference to the Amended Credit Agreement and (ii) all references to any Section (or subsection) of the Unamended Credit Agreement in any Loan Document (but not the Amended Credit Agreement) shall be amended to become, mutatis mutandis, references to the corresponding provisions of the Amended Credit Agreement. (b) The Unamended Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) The parties hereto acknowledge and agree that (1) this Amendment and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Obligations under the Unamended Credit Agreement as in effect prior to the Amendment Effective Date and which remain outstanding, (2) the Obligations are in all respects continuing (as amended by the Amended Credit Agreement and which are hereafter subject to the terms of the Amended Credit Agreement) and (3) the security interests as granted under the applicable Loan Documents securing payment of such Obligations (including, after the Amendment Effective Date, the Additional Revolving Commitments) are in all respects continuing and in full force and effect and are reaffirmed hereby with no change in the priority applicable and such security interests are and continue to be, duly perfected security interests, subject only to (i) the terms thereof, and (ii) the Liens permitted under the Loan Documents. (d) The amendment of the Unamended Credit Agreement pursuant to this Amendment is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend provided herein or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified terms and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any conditions of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall Documents remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, unless otherwise specifically amended hereby or by any reference to the Credit Agreement contained in the other Loan Documents shall mean the Credit Agreement as modified hereby. Document. (e) This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any be a Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. Except as expressly set forth herein, this This Amendment to the Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect be effective and the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle be modified and amended in accordance herewith upon the Borrower occurrence of (a) the prior written notice to the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement and (b) the receipt by the Owner Trustee of an Opinion of Counsel that this Amendment does not adversely affect in any material respects the interests of the Hedge Providers, or any Subsidiary Guarantor Noteholder or Certificateholder and will not cause the Issuing Entity to a consent tobe subject to an entity-level tax for federal income tax purposes. This Amendment, or a waiveronce effective, amendment, modification or other change of, any shall be effective as of the termsdate first set forth above. Notwithstanding the amendments to Exhibit A and Exhibit E, conditionsit will not be necessary to amend the presently outstanding Trust Certificate or Class C Certificate, it being understood that (i) the Certificateholder agreed to such modification by signing this Amendment and (ii) all future Trust Certificates and Class C Certificates will include the language in Exhibit A and Exhibit E, respectively, as modified. The Depositor shall give prompt written notice to the Certificateholders, Indenture Trustee, the Hedge Providers and each of the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement. The respective rights, limitations, obligations, covenants or agreements contained duties, liabilities and immunities of the Depositor, the Owner Trustee, the Indenture Trustee, the Issuing Entity, the Hedge Providers, the Sponsor, the Servicer, the Custodian, the Co-Trustee, each of the Noteholders and the Certificateholders shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the Credit Agreement or any other Loan Document in similar or different circumstances. This terms and conditions of this Amendment shall apply be and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation part of the obligations outstanding under terms and conditions of the Credit Agreement or instruments guaranteeing or securing the samefor any and all purposes. The Agreement, which shall remain as amended hereby, is hereby ratified and confirmed in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderall respects.

Effect of Amendment. (a) Each reference that is made in the Credit Agreement or any Credit Document to the “Credit Agreement” shall hereafter be construed as a reference to the Credit Agreement as amended hereby, Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed . (b) By executing and delivering a copy hereof, each Credit Party hereby consents to entitle this Amendment and the Borrower or any Subsidiary Guarantor to a consent totransactions contemplated hereby and each U.S. Credit Party hereby confirms its respective guarantees, or a waiverpledges and grants of security interests, amendment, modification or and other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply as applicable, under and be effective only with respect subject to the provisions terms of each of the Credit Agreement specifically referred Documents to herein. This Amendment shall constitute a Loan Documentwhich it is party, and agrees that, notwithstanding the effectiveness of this Amendment, such guarantees, pledges and grants of security interests, and other obligations, and the representations, warranties and agreements contained herein shall, for all purposes terms of each of the Credit AgreementDocuments to which it is a party, be deemed shall continue to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable lawincluding to secure the Obligations (including, without limitation, the Tranche B-1 Dollar Term Loans and the Tranche B-1 Euro Term Loans). For the avoidance of doubt, on a continuous basis after giving effect to this Amendment. On and after the effectiveness Amendment No. 2 Effective Date, this Amendment shall for all purposes constitute a Credit Document. (c) Each Additional Tranche B-1 Dollar Term Loan Lender party hereto and each Additional Tranche B-1 Euro Term Loan Lender party hereto (i) confirms that it has received a copy of the Credit Agreement, this Amendment and the other Credit Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon any reference Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement contained in Agreement; (iii) appoints and authorizes the Loan Documents shall mean the Credit Agreement Administrative Agent to take such action as modified hereby. This Amendment shall not extinguish any payment obligation outstanding agent on its behalf and to exercise such powers and discretion under the Credit Agreement or discharge or release and the Lien or priority of any Loan Document or any other security therefor or any guarantee Credit Documents as are delegated to the Administrative Agent by the terms thereof. Nothing herein contained shall be construed , together with such powers and discretion as a substitution or novation are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations outstanding which by the terms of the Credit Agreement are required to be performed by it as a Lender. Upon the Amendment No. 2 Effective Date, each undersigned Additional Tranche B-1 Dollar Term Loan Lender and each undersigned Additional Tranche B-1 Euro Term Loan Lender shall become a Lender under the Credit Agreement and shall have the respective Additional Tranche B-1 Dollar Term Loan Commitment set forth next to its name on the Tranche B-1 Dollar Term Loan Allocation Schedule or instruments guaranteeing the respective Additional Tranche B-1 Euro Term Loan Commitment set forth next to its name on the Tranche B-1 Euro Term Loan Allocation Schedule, as applicable. In addition, if an Initial Term Loan Lender has exercised its “Cashless Settlement Option” or securing the same“Post-Closing Settlement Option” pursuant to its Consent to Amendment No. 2, which shall remain the amount of such Initial Term Loan Lender’s participation in full force the Tranche B-1 Dollar Term Loans or Tranche B-1 Euro Term Loans, as the case may be, may be less than 100% of the principal amount of such Initial Term Loan Lender’s Tranche B-1 Dollar Term Loans or Tranche B-1 Euro Term Loans, as the case may be, based on the Amendment No. 2 Arrangers’ allocation of the Tranche B-1 Dollar Term Loans and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in Tranche B-1 Euro Term Loans. (d) The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment or any and all other document contemplated hereby Credit Documents amended and/or executed and delivered in connection herewith shall be construed not constitute a novation of the Credit Agreement and the other Credit Documents as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderin effect prior to the Amendment No. 2 Effective Date.

Effect of Amendment. Except as expressly set forth herein, this This Amendment to the Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect be effective and the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle be modified and amended in accordance herewith upon the Borrower occurrence of (a) the prior written notice to the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement and (b) the receipt by the Owner Trustee of an Opinion of Counsel that this Amendment does not adversely affect in any material respects the interests of the Swap Provider, or any Subsidiary Guarantor to a consent toNoteholder or Certificateholder. This Amendment, or a waiveronce effective, amendment, modification or other change of, any shall be effective as of the termsdate first set forth above. Notwithstanding the amendment to Exhibit A, conditionsit will not be necessary to amend the presently outstanding Trust Certificate, it being understood that (i) the Certificateholder agreed to such modification by signing this Amendment and (ii) all future Trust Certificates will include the language in Exhibit A, as modified. The Sponsor shall give prompt written notice to the Certificateholders, Indenture Trustee, the Swap Provider and each of the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement. The respective rights, limitations, obligations, covenants or agreements contained duties, liabilities and immunities of the Sponsor, the Seller, the Owner Trustee, the Indenture Trustee, the Trust, the Swap Provider, each of the Noteholders and the Certificateholders shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the Credit Agreement or any other Loan Document in similar or different circumstances. This terms and conditions of this Amendment shall apply be and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation part of the obligations outstanding under terms and conditions of the Credit Agreement or instruments guaranteeing or securing the samefor any and all purposes. The Agreement, which shall remain as amended hereby, is hereby ratified and confirmed in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderall respects.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Successor Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and affirmed reaffirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any As of the termsdate hereof, conditions, obligations, covenants or agreements contained each Loan Party reaffirms its obligations under the Loan Documents to which it is party and its prior grant and the validity of the Liens and security interests granted by it pursuant to the Collateral Documents with all such Liens and security interests continuing in full force and effect after giving effect to this Amendment to secure the payment of all obligations of each of the Loan Parties under the Credit Agreement or any and other Loan Document Documents, in similar or different circumstances. This Amendment shall apply each case, as amended and be effective only with respect to the provisions of the Credit Agreement specifically referred to hereinrestated by this Amendment. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities Agreement and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment and Restatement Effective Date, any reference all references to the Credit Agreement contained in any Loan Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified herebyamended by this Amendment. This Amendment shall not extinguish any payment obligation outstanding under The parties hereto acknowledge and agree that the amendment and restatement of the Credit Agreement or discharge or release the Lien or priority of any pursuant to this Amendment and all other Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained Documents amended, restated, amended and restated and/or executed and delivered in connection herewith shall be construed as not constitute a substitution or novation of the Credit Agreement and the other Loan Documents as in effect prior to the Amendment and Restatement Effective Date. Each of the Loan Parties hereby (i) consents to this Amendment, and (ii) confirms that all obligations outstanding of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force as amended and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderrestated hereby.

Effect of Amendment. (a) Except as expressly set forth hereinin this Eighth Amendment or in the Credit Agreement, this Eighth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Eighth Amendment. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) On and after the Eighth Amendment shall apply and be effective only with respect to the provisions of Effective Date, each reference in (i) the Credit Agreement specifically referred to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as modified by this Eighth Amendment. This Eighth Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit AgreementAgreement and the other Loan Documents. (c) This Eighth Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. (d) This Eighth Amendment may not be deemed to be set forth amended, modified or waived except in accordance with Section 11.1 of the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. (a) On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended or waived by this Amendment. (b) The Existing Credit Agreement and each of the other Loan Documents, in each case as specifically amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower The parties hereto expressly acknowledge that it is not their intention that this Amendment or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Document, but rather constitute a modification thereof pursuant to the provisions of the terms contained herein. The Existing Credit Agreement specifically referred to herein. This Amendment as amended hereby, shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto. Each party hereto acknowledges and agrees that the liens, security interests and assignments created and granted by any Grantor (as defined in the U.S. Collateral Agreement) under the U.S. Collateral Agreement or any Pledgor (as defined in the U.S. Law Belgian Pledge Agreement and any Belgian Security Agreement) that encumber the Collateral (as defined in the Existing Credit Agreement. Each Obligor agrees that all of its obligations) shall continue to exist and remain valid and subsisting, liabilities and indebtedness under each Loan Documentshall not be impaired, including guarantee obligationsextinguished or released hereby, shall remain in full force and effect, and are hereby ratified, renewed, brought forward, extended, and rearranged as security for the Obligations (as defined in the U.S. Collateral Agreement and the U.S. Law Belgian Pledge Agreement, each as amended by this Amendment) and the Secured Obligations (as defined in the Belgian Receivables Pledge Agreement, the Belgian Bank Accounts Pledge Agreement, and the Belgian Share Pledge Agreement, each as amended by this Amendment), as applicable. For the avoidance of doubt, each of the parties to this Amendment agrees, that, to the extent that any amendment made to the Existing Credit Agreement pursuant to this Amendment shall constitute a novation within the meaning of Article 1271 et seq. of the Belgian Civil Code, then notwithstanding any such novation, all the rights (including in relation to the Collateral created under the Security Documents) of the Lender against the Loan Parties shall be maintained in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after Article 1278 of the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyBelgian Civil Code. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any constitutes a Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. (b) On the terms and subject to the conditions set forth herein, effective as of the Amendment Effective Date, for all purposes of the Loan Documents, (i) the Extended Commitments shall constitute “Commitments”, (ii) each Extended Revolving Loan shall constitute a “Revolving Loan” and a “Loan” and (iii) each Extending Revolving Lender and Replacement Lender shall, in respect of its Extended Revolving Credit Commitments, be a “Consenting Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Commitment under the Credit Agreement. Except to the extent provided in Section 4 hereof, the terms and conditions of the Extended Commitments shall be identical to those of the Existing Commitments. (c) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. Insofar as it provides for the extension of the Maturity Date applicable to the Existing Commitments and Existing Revolving Loans, this Amendment shall be deemed to be a “Maturity Date Extension Request” for all purposes of the Credit Agreement and the other Loan Documents and shall constitute an amendment permitted under Section 2.21(f) of the Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. (d) The changes to the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement effective pursuant to this Amendment shall apply and be effective only with respect to on and after the provisions Amendment Effective Date. The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement specifically referred immediately prior to herein. This giving effect to this Amendment shall constitute a Loan Documentapply and be effective for the period ending on, and but not including, the representations, warranties and agreements contained herein shall, for all purposes Amendment Effective Date. (e) Each of the Credit Agreementparties to this Amendment hereby acknowledges and agrees that on the Amendment Effective Date, each Lender immediately prior to such effectiveness will automatically and without further act be deemed to be set forth in have assigned or to have assumed, as the case may be, Commitments under the Credit Agreement. Each Obligor agrees that all Agreement and participations under the Credit Agreement in outstanding Letters of its obligationsCredit such that, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this AmendmentAmendment and each such deemed assignment and assumption of Commitments and participations, any reference to the Credit Agreement contained in percentage of the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation aggregate outstanding (A) Commitments under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding and (B) participations under the Credit Agreement or instruments guaranteeing or securing in Letters of Credit held by each Lender will equal such Lender’s pro rata share of the same, which shall remain in full force and effect, except aggregate amount of Commitments as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderset forth on Schedule 2.01 hereto.

Effect of Amendment. Except The effect of the waivers contained in Section 2.1 of this Amendment is expressly limited as expressly set forth provided herein, and in order to induce Lender to agree to such waivers, Borrower agrees that such waiver shall not constitute or be deemed a waiver of any other Event of Default, now existing or hereafter arising, or a waiver of any rights or remedies arising as a result of any such other Event of Default. No consent or waiver, express or implied, by Lender to or for any breach of or deviation from any covenant, condition, or duty by Borrower shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition, or duty. Borrower hereby (a) agrees that this Amendment shall not limit or diminish the obligations of Borrower under the Loan Documents, executed or joined in by implication or otherwise limitBorrower and delivered to Lender, impair, constitute a waiver of, or otherwise affect the rights and remedies (b) reaffirms Borrower’s obligations under each of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan DocumentDocuments, and shall not alter, modify, amend or in any way affect any (c) agrees that each of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue Documents remains in full force and effecteffect and is hereby ratified and confirmed. Nothing herein shall be deemed Without limiting the foregoing, notwithstanding Lender’s willingness to entitle enter into this Amendment and any previous amendments to the Loan Agreement, Borrower or any Subsidiary Guarantor expressly acknowledges and agrees that Lender has no obligation to a consent to, or a waiver, amendment, modification or other change of, any further extend applicability of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes clause (d) of the Credit Agreement, be deemed to be set forth definition of “Borrowing Base.” Unless agreed otherwise in the Credit Agreement. Each Obligor agrees that all of writing by Lender in its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, discretion in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean Agreement, the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority applicability of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation clause (d) of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which definition of “Borrowing Base” shall remain expire in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of accordance with its obligations and liabilities thereunderterms.

Effect of Amendment. (a) The parties hereto agree that, on the Amendment Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) all Obligations under the Existing Credit Agreement outstanding on the Amendment Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding under the Amended Credit Agreement and (ii) the Guaranties made to the Lenders, the Administrative Agents, and each other holder of the Obligations pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement. (b) Except as expressly set forth herein, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders Lenders, the Administrative Agents, the L/C Issuers or the Administrative Agent Swing Line Lenders under the Existing Credit Agreement or any other Loan Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Credit Document, all of which which, as amended, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Credit Document in similar or different circumstances. This Amendment Agreement shall apply constitute a Credit Document. (c) [Reserved] (d) Except as expressly modified and be effective only with respect to amended in this Agreement, all of the terms, provisions and conditions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, Documents shall remain unchanged and in full force and effect. The Credit Documents and any and all other documents heretofore, in accordance with applicable law, on a continuous basis after giving effect now or hereafter executed and delivered pursuant to this Amendment. On and after the effectiveness terms of this Amendment, the Existing Credit Agreement are hereby amended so that any reference to the Existing Credit Agreement contained in the Loan Documents shall mean a reference to the Amended Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderAgreement.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. (b) From and after the Amendment No. This Amendment shall apply 2 Effective Date, (i) each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and be effective only with respect each reference to the provisions of the “Credit Agreement specifically referred to herein. This Amendment shall constitute a Agreement” in any other Loan Document, and shall be deemed a reference to the representations, warranties and agreements contained herein shall, for all purposes of the Amended Credit Agreement, (ii) each reference in any Loan Document to “Commitments”, “Incremental Term Loans”, “Incremental Loans”, “Loans”, “Lender”, “Term Loan”, “Term Loan Lender” and “Term Loan Commitments” shall be deemed to be set forth include the Amendment No. 2 Term Loans, Amendment No. 2 Term Lenders, and Amendment No. 2 Term Loan Commitments, as applicable and (iii) each reference in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained to “Commitments”, “Incremental Revolving Loans”, “Incremental Loans”, “Loans”, “Lender”, “Revolving Loan”, “Revolving Lender” and “Revolving Commitments” shall be construed deemed to include the Amendment No. 2 Revolving Loans, Amendment No. 2 Revolving Lenders, and Amendment No. 2 Revolving Commitments, as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderapplicable.

Effect of Amendment. (a) Except as expressly set forth hereinin this First Amendment or in the Credit Agreement, this First Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including all 2016 New Replacement Term Loans, 2016 Converted Replacement Term Loans and 2016 Incremental Term Loans), in each case, as amended by this First Amendment. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) On and after the applicable First Amendment shall apply and be effective only with respect to the provisions of Effective Date, each reference in (i) the Credit Agreement specifically referred to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as modified by this First Amendment. This First Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit AgreementAgreement and the other Loan Documents. (c) This First Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. (d) This First Amendment may not be deemed to be set forth amended, modified or waived except in accordance with Section 11.1 of the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Agreement and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Second Refinancing Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment Agreement shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (b) On and after the Second Refinancing Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment Agreement shall constitute a Refinancing Amendment entered into pursuant to Section 2.21 of the Credit Agreement in respect of the Original Term A-2 Loans and the Original Term A-3 Loans and a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in Agreement and the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each other Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) From and after the Eleventh Amendment shall apply Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and be effective only with respect each reference to the provisions of “Credit Agreement” in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement specifically referred and (ii) each reference in any Loan Document to hereinthe “Revolving Lenders”, “Revolving Loans”, “Revolving Credit Commitments” or “Revolving Facility” shall be deemed to include the Amendment No. 11 Incremental Revolving Lenders and Amendment No. 11 Incremental Revolving Commitments, as applicable. (c) This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Amended Credit Agreement, Agreement and the other Loan Documents and shall be deemed to be set forth an “Incremental Facility Amendment” as defined in the Amended Credit Agreement. . (d) Each Obligor agrees party hereto acknowledges that this Amendment constitutes all notices or requests required under Section 2.22 and/or Section 9.02 of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Existing Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. Agreement. (e) This Amendment shall not extinguish any payment obligation outstanding under constitute a novation of the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. On the [First] Amendment Effective Date, the Loan Agreement shall be modified in accordance with this Amendment, all references to the Loan Agreement in any Loan Document shall be deemed to be references to the Loan Agreement as modified by this Amendment, and the Forbearance Agreement shall be of no further force or effect. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a any future consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Loan Agreement or any other Loan Document in similar or different circumstances. This On and after the [First] Amendment shall apply and be effective only with respect to Effective Date, this Amendment, the provisions of Payment Guaranty, the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan DocumentSecond Payment Guaranty, and the representations, warranties and agreements contained herein shall, Equity Commitment Agreement shall each constitute a “Loan Document” for all purposes of the Credit Agreement, be deemed to be set forth in Loan Agreement and the Credit Agreement. Each Obligor agrees that all other Loan Documents and any breach of its obligations, liabilities and indebtedness the Borrower’s obligations hereunder shall constitute an immediate Event of Default under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyAgreement. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement be limited as written and nothing herein shall be deemed to constitute an amendment or discharge or release the Lien or priority waiver of any other term, provision or condition of any of the Loan Document or Documents in any other security therefor instance than as expressly set forth herein or prejudice any guarantee thereof. Nothing herein contained shall be construed as a substitution right or novation remedy that ▇▇▇▇▇▇ ▇▇▇ or Original Lender may now have or may in the future have under any of the obligations outstanding under the Credit Loan Waiver and [First] Amendment to Multifamily Loan and Security Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.15

Effect of Amendment. Except The parties hereto agree as expressly set forth herein, this follows: (a) This Amendment shall not by implication constitute an amendment or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies consent to any provision of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar not expressly referred to herein and shall not be construed as an amendment, waiver or different circumstancesconsent to any action on the part of a Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders under any of the Loan Documents except as expressly stated herein. This Amendment shall apply and be effective only with respect to Except as expressly amended hereby, the provisions of the Existing Credit Agreement specifically referred and the Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. It is the intent of the parties hereto, and the parties hereto agree, that this Amendment shall not constitute a novation of the Existing Credit Agreement, any other Loan Document or any of the rights, obligations or liabilities thereunder. (b) On and after the First Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Existing Credit Agreement in any other Loan Document shall be deemed a reference to the Existing Credit Agreement as amended hereby. This Amendment Amendment, executed pursuant to the Existing Credit Agreement, shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Existing Credit AgreementAgreement and the other Loan Documents and shall be construed, be deemed to be set forth administered and applied in accordance with all of the terms and provisions of the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on . (c) This Amendment constitutes a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Revolving Increase Amendment, any reference to and the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This First Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained Effective Date shall be construed as a substitution or novation Revolving Increase Closing Date for the purposes of Section 2.20 of the obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderAgreement.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This . (b) From and after the Amendment shall apply Effective Date, (i) each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and be effective only with respect each reference to the provisions of “Credit Agreement” in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement specifically referred and (ii) each reference in any Loan Document to herein. the “Term Lenders”, “Term Loans”, “Term Loan Commitments” or “Term Facility” shall be deemed to include the 2024 Incremental Term Loan Lenders, 2024 Incremental Term Loans and 2024 Incremental Term Loan Commitments, as applicable. (c) This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Amended Credit Agreement, Agreement and the other Loan Documents and shall be deemed to be set forth an “Incremental Facility Amendment” as defined in the Amended Credit Agreement. (d) Each party hereto acknowledges that this Amendment constitutes all notices or requests required under Section 2.22 and/or Section 9.02 of the Existing Credit Agreement. (e) The Administrative Agent and each 2024 Incremental Term Lender party hereto consents to an initial Interest Period for the 2024 Incremental Term Loans beginning on the Amendment Effective Date and ending on the last day of the Interest Period then in effect with respect to the Amendment No. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, 8 Term Loans (including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect the Amendment No. 9 Incremental Term Loans) outstanding immediately prior to this Amendment. On and after the effectiveness of this AmendmentAmendment (and, any reference for the avoidance of doubt, the Adjusted Term SOFR Rate applicable to such 2024 Incremental Term Loans for such initial Interest Period will be the Credit Agreement contained same as the Adjusted Term SOFR Rate then in the Loan Documents shall mean the Credit Agreement as modified herebyeffect for such Amendment No. 8 Term Loans). (f) This Amendment shall not extinguish any payment obligation outstanding under constitute a novation of the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the L/C Issuers, Agent, or the Administrative Agent Co-Collateral Agents in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect and each Credit Party reaffirms its obligations under the Loan Documents to which it is party and the grant of its Liens on the Collateral made by it pursuant to the Collateral Documents. Nothing The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein shall be deemed to entitle or as provided in the Borrower exhibits hereto, operate as a waiver of any right, power or remedy of any Subsidiary Guarantor to a consent to, Lender or a waiver, amendment, modification or other change of, Agent under any of the termsLoan Documents, conditions, obligations, covenants or agreements contained in the Credit Agreement or constitute a waiver of any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions provision of any of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyDocuments. This Amendment shall not extinguish any the Obligations for the payment obligation of money outstanding under prior to the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereofAmendment Effective Date. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameAgreement, which shall remain in full force and effect, except as to any extent modified hereby or by instruments executed concurrently herewithas provided in the exhibits hereto. Nothing expressed or Except as expressly provided in the Credit Agreement, nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Credit Parties from the Loan Party under Documents. This Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Amendment Effective Date, all references to the Credit Agreement in any Loan Document from any and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. Each of the Credit Parties hereby consents to this Amendment and confirms that all obligations of such Credit Party under the Loan Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement as amended hereby. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Credit Parties under the Loan Documents, in each case, as amended by this Amendment. Each Credit Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its obligations guarantee of the Obligations under the Loan Documents and liabilities thereunder(iii) its grant of Liens on the Collateral to secure the Obligations under the Loan Documents pursuant to the Loan Documents.

Effect of Amendment. Except (a) On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement. (b) The Existing Credit Agreement, and each of the other Loan Documents, in each case as expressly set forth hereinspecifically amended by this Amendment, this are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement Agreement, or any other Loan Document, and except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower The parties hereto expressly acknowledge that it is not their intention that this Amendment or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Document, but rather constitute a modification thereof pursuant to the provisions of the terms contained herein. The Existing Credit Agreement specifically referred to herein. This Amendment as amended hereby, shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit AgreementAgreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment). Each Obligor party hereto acknowledges and agrees that all of its obligationsthe prior liens, liabilities security interests and indebtedness under each assignments created or granted by any Loan DocumentParty that encumber the Collateral shall continue to exist and remain valid and subsisting, including guarantee obligationsshall not be impaired, extinguished or released hereby, shall remain in full force and effect, and are hereby ratified, renewed, brought forward, extended, and rearranged as security for the Obligations (including, the obligations in accordance with applicable law, on a continuous basis after giving effect to this Amendmentrespect of the Amendment No. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the 1 Delayed Draw Term Loan Documents shall mean the Credit Agreement as modified herebyFacility). This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any constitutes a Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderan Incremental Assumption Agreement.

Effect of Amendment. Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Without limiting the foregoing, (x) the Borrower or any Subsidiary Guarantor and each other Loan Party acknowledges and agrees that (A) each Loan Document to which it is a consent party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, or secure the payment of all of its Obligations (including, for the avoidance of doubt, the New Revolving Credit Commitments as extended hereby and the Loans and other extensions of credit thereunder) on the terms and conditions set forth in the Collateral Documents, and hereby confirms and, to the extent necessary, ratifies the security interests granted by it pursuant to the Collateral Documents to which it is a waiverparty and (y) each Guarantor, amendmenthereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Loan Guaranty with respect to all of its Obligations (including, modification or for the avoidance of doubt, the New Revolving Credit Commitments as extended hereby and the Loans and other change ofextensions of credit thereunder). From and after the Amendment No. 3 Effective Date, all references to the Credit Agreement in any of the terms, conditions, obligations, covenants or agreements contained Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect words of like import referring to the provisions of Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement specifically referred to hereinas amended by this Amendment. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Amended Credit Agreement contained in and the other Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. This Amendment shall constitute a Refinancing Amendment. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Amended Credit Agreement and each other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed Each Loan Party reaffirms its obligations under the Loan Documents to entitle which it is party and reaffirms and confirms the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any validity of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect its guarantees pursuant to the provisions Guaranty and its grant of Liens to secure the Credit Agreement specifically referred Secured Obligations pursuant to hereinthe Loan Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Amended Credit Agreement and, from and after the Amendment No. 4 Effective Date, (x) all references to the Credit Agreement or Amended Credit Agreement in any Loan Document and all references in the Credit Agreement or Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, be deemed shall, unless expressly provided otherwise, refer to be set forth the Amended Credit Agreement and (y) all references to any other Loan Document amended hereby in the Credit any Loan Document and all references in such Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to such Loan Document, shall, unless expressly provided otherwise, refer to such Loan Document as amended by this Amendment. Each Obligor of the Loan Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply including in each case, such obligations pursuant to the Amended Credit Agreement and (iii) reaffirms its prior grant and validity of the security interests pursuant to any Loan Document and agrees that all such security interests shall secure the Secured Obligations (including without limitation, the Fourth Amendment Refinancing Term Loans). Neither the modification of its obligationsthe Credit Agreement effected pursuant to this Amendment nor the execution, liabilities delivery, performance or effectiveness of this Amendment and indebtedness under each the Amended Credit Agreement impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after , such Liens continue unimpaired with the effectiveness same priority to secure repayment of this Amendmentall Secured Obligations (including without limitation, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Fourth Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement Refinancing Term Loans), whether heretofore or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderhereafter incurred.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent L/C Issuers, Agent, Co-Collateral Agents in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect and each Credit Party reaffirms its obligations under the Loan Documents to which it is party and the grant of its Liens on the Collateral made by it pursuant to the Collateral Documents. Nothing The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein shall be deemed to entitle or as provided in the Borrower exhibits hereto, operate as a waiver of any right, power or remedy of any Subsidiary Guarantor to a consent to, Lender or a waiver, amendment, modification or other change of, Agent under any of the termsLoan Documents, conditions, obligations, covenants or agreements contained in the Credit Agreement or constitute a waiver of any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions provision of any of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyDocuments. This Amendment shall not extinguish any the Obligations for the payment obligation of money outstanding under prior to the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereofAmendment Effective Date. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameAgreement, which shall remain in full force and effect, except as to any extent modified hereby or by instruments executed concurrently herewithas provided in the exhibits hereto. Nothing expressed or Except as expressly provided in the Credit Agreement, nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Credit Parties from the Loan Party under Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment Effective Date, all references to the Credit Agreement in any Loan Document from any and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Credit Parties hereby consents to this Amendment and confirms that all obligations of such Credit Party under the Loan Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement as amended hereby. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Credit Parties under the Loan Documents, in each case, as amended by this Amendment. Each Credit Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its obligations guarantee of the Obligations under the Loan Documents and liabilities thereunder(iii) its grant of Liens on the Collateral to secure the Obligations under the Loan Documents pursuant to the Loan Documents.

Effect of Amendment. (a) On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended or waived by this Amendment. (b) The Existing Credit Agreement, and each of the other Loan Documents, in each case as specifically amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Existing Credit Agreement Agreement, or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower The parties hereto expressly acknowledge that it is not their intention that this Amendment or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Document, but rather constitute a modification thereof pursuant to the provisions of the terms contained herein. The Existing Credit Agreement specifically referred to herein. This Amendment as amended hereby, shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto. Each party hereto acknowledges and agrees that the liens, security interests and assignments created and granted by any Grantor (as defined in the U.S. Collateral Agreement) under the U.S. Collateral Agreement or any Pledgor (as defined in the U.S. Law Belgian Pledge Agreement and any Belgian Security Agreement) that encumber the Collateral (as defined in the Existing Credit Agreement. Each Obligor agrees that all of its obligations) shall continue to exist and remain valid and subsisting, liabilities and indebtedness under each Loan Documentshall not be impaired, including guarantee obligationsextinguished or released hereby, shall remain in full force and effect, and are hereby ratified, renewed, brought forward, extended, and rearranged as security for the Obligations (as defined in the U.S. Collateral Agreement and the U.S. Law Belgian Pledge Agreement, each as amended by this Amendment) and the Secured Obligations (as defined in the Belgian Receivables Pledge Agreement, the Belgian Bank Accounts Pledge Agreement, and the Belgian Share Pledge Agreement, each as amended by this Amendment), as applicable. For the avoidance of doubt, each of the parties to this Amendment agrees, that, to the extent that any amendment made to the Existing Credit Agreement pursuant to this Amendment shall constitute a novation within the meaning of Article 1271 et seq. of the Belgian Civil Code, then notwithstanding any such novation, all the rights (including in relation to the Collateral created under the Security Documents) of the Lender against the Loan Parties shall be maintained in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after Article 1278 of the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyBelgian Civil Code. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any constitutes a Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderan Incremental Facility Agreement.

Effect of Amendment. Except The parties hereto agree and acknowledge that: (i) nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Loan Agreement or any of the other Loan Documents other than as expressly set forth herein and further agree and acknowledge that the Loan Agreement (as modified hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed; (ii) nothing contained in this Amendment in any manner or respect requires Agent or any Lender to refund, disgorge or otherwise return any cash payments of principal, interest, fees or other amounts made by any Obligor prior to the date hereof and (iii) other than as expressly set forth herein, the obligations under the Loan Agreement and the guarantees, pledges and grants of security interests created under or pursuant to the Loan Agreement and the other Loan Documents continue in full force and effect in accordance with their respective terms and the Collateral secures and shall continue to secure the Obligors’ obligations under the Loan Agreement as amended by this Amendment and any other obligations and liabilities provided for under the Loan Documents. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not by implication operate as a consent or otherwise limitwaiver of any rights, impair, constitute a waiver of, power or otherwise affect the rights and remedies remedy of the Lenders or the Administrative Agent under the Credit Loan Agreement or any other Loan Document, and shall not alter, modify, amend nor constitute a consent or in waiver of any way affect any provision of the terms, conditions, obligations, covenants or agreements contained in the Credit Loan Agreement or any other Loan Document. No delay on the part of any Lender or Agent in exercising any of their respective rights, all of which are ratified remedies, powers and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle privileges under the Borrower Loan Agreement or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the termsLoan Documents or partial or single exercise thereof, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes consent to or waiver thereof. None of the Credit Agreementterms and conditions of this Amendment may be changed, be deemed to be set forth consented to, waived, modified or varied in the Credit Agreement. Each Obligor agrees that all of its obligationsany manner, liabilities and indebtedness under each Loan Documentwhatsoever, including guarantee obligations, shall remain in full force and effect, except in accordance with applicable law, on a continuous basis after giving effect to this AmendmentSection 14.1 of the Loan Agreement. On and after Upon the effectiveness hereof, each #510708345_v2 reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of this Amendment, any like import shall mean and be a reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified amended hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. (a) On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended or waived by this Amendment. (b) The Existing Credit Agreement and each of the other Loan Documents, in each case as specifically amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower The parties hereto expressly acknowledge that it is not their intention that this Amendment or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Document, but rather constitute a modification thereof pursuant to the provisions of the Credit Agreement specifically referred to terms contained herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes Amendment shall not constitute a novation of the Existing Credit AgreementAgreement or any other Loan Document. The Existing Credit Agreement as amended hereby, shall be deemed to be set forth a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto. Each party hereto acknowledges and agrees that the liens, security interests and assignments created and granted by any Grantor (as defined in the U.S. Collateral Agreement) under the U.S. Collateral Agreement or any Pledgor (as defined in the U.S. Law Belgian Pledge Agreement and any Belgian Security Agreement) that encumber the Collateral (as defined in the Existing Credit Agreement. Each Obligor agrees that all of its obligations) shall continue to exist and remain valid and subsisting, liabilities and indebtedness under each Loan Documentshall not be impaired, including guarantee obligationsextinguished or released hereby, shall remain in full force and effect, and are hereby ratified, renewed, brought forward, extended, and rearranged as security for the Obligations (as defined in the U.S. Collateral Agreement and the U.S. Law Belgian Pledge Agreement, each as amended by this Amendment) and the Secured Obligations (as defined in the Belgian Receivables Pledge Agreement, the Belgian Bank Accounts Pledge Agreement, and the Belgian Share Pledge Agreement, each as amended by this Amendment), as applicable. For the avoidance of doubt, each of the parties to this Amendment agrees, that, to the extent that any amendment made to the Existing Credit Agreement pursuant to this Amendment shall constitute a novation within the meaning of Article 1271 et seq. of the Belgian Civil Code, then notwithstanding any such novation, all the rights (including in relation to the Collateral created under the Security Documents) of the Lender against the Loan Parties shall be maintained in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after Article 1278 of the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyBelgian Civil Code. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any constitutes a Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderan Incremental Facility Agreement.

Effect of Amendment. (a) Until this Amendment becomes effective in accordance with its terms and the Amendment No. 9 Effective Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Amendment No. 9 Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of such Borrower under the Amended Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Amended Credit Agreement. (b) Except as expressly set forth hereinin this Amendment or in the Amended Credit Agreement, this Amendment and the Amended Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which (as amended by this Amendment and the Amended Credit Agreement) are ratified and affirmed in all respects and shall continue in full force and effect. Nothing Except as expressly set forth herein or in the Amended Credit Agreement, nothing herein shall be deemed to entitle the Borrower Borrower, any Loan Party or any Subsidiary Guarantor other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement circumstances or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party Borrower or any of its Subsidiaries under any Loan Document from any of its obligations and liabilities thereunderas a “Borrower”, a “Grantor” or a “Guarantor” (or any similar term) under the Existing Credit Agreement or the Loan Documents. The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained herein.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agent, in each case under the Credit Agreement or any other Loan Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Credit Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect as expressly amended hereby. Nothing The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein shall be deemed to entitle or as provided in the Borrower exhibits hereto, operate as a waiver of any right, power or remedy of any Subsidiary Guarantor to a consent to, Lender or a waiver, amendment, modification or other change of, the Administrative Agent under any of the termsCredit Documents, conditions, obligations, covenants or agreements contained in the Credit Agreement or constitute a waiver of any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions provision of any of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyDocuments. This Amendment shall not extinguish any the obligations for the payment obligation of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereofAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameAgreement, which shall remain in full force and effect, except effect as expressly modified hereby or by instruments executed concurrently herewithas provided in the exhibits hereto. Nothing expressed or implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any Loan of the Credit Parties from the Credit Documents. From and after the Amendment No. 1 Effective Date, all references to the Credit Agreement, the Pledge and Security Agreement or in any Credit Document and all references in the Credit Agreement or the Pledge and Security Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement and/or the Pledge and Security Agreement shall, unless expressly provided otherwise, be deemed to refer to the Amended Credit Agreement and/or the Amended Pledge and Security Agreement, respectively. Each of the Credit Parties hereby consents to this Amendment and confirms that all obligations of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Amended Credit Agreement and the other Credit Documents as amended hereby. Each Credit Party hereby ratifies and reaffirms (a) that each of the Credit Documents to which it is a party has been duly executed and delivered by such Credit Party to the Administrative Agent and to the Lenders and is in full force and effect as of the date hereof, (b) its grant of liens on or security interests in its properties pursuant to the Credit Documents as security for the Obligations under or with respect to the Amended Credit Agreement and confirms and agrees that such liens and security interests secure all of the Obligations, including any Loan Document from additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Amended Credit Agreement or any other Credit Document; and (c) the Administrative Agent and the Lenders are and shall be entitled to all of its obligations the rights, remedies and liabilities thereunderbenefits provided for in the Credit Documents.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of of, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the First Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. (a) On and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Credit AgreementAgreement and the other Loan Documents. (b) All of the terms, be deemed to be set forth conditions, representations, warranties and covenants contained in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, Document shall remain continue in full force and effecteffect except, in accordance with applicable laweach case, on a continuous basis after giving effect to as expressly modified by this Amendment. On The Borrower, by its signature below, hereby affirms and after the effectiveness confirms its obligations under each of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as to which it is a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderparty.

Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Issuer, or the Administrative Agent Agents under the Credit Agreement or any other Loan DocumentDocument (each as defined in the Credit Agreement), and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan DocumentDocument (as defined in the Credit Agreement), all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower The parties hereto expressly acknowledge that it is not their intention that this Amendment or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, other Loan Documents (as defined in the Credit Agreement) executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document (as defined in similar the Credit Agreement), but a modification thereof pursuant to the terms contained herein. As of (i) the Amendment No. 2 Effective Date, each reference in the Credit Agreement and the Security Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or different circumstances. This Amendment words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall apply mean and be effective only with respect a reference to the provisions Credit Agreement as amended and restated hereby and (ii) Amendment No. 2 Funding Date, each reference in the Amended and Restated Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby and the Security Agreement as amended hereby, as applicable, and this Amendment and each of the Credit Agreement specifically referred and the Security Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to hereinreflect the changes made in this Amendment as of the Amendment No. 2 Effective Date or Amendment No. 2 Funding Date, as applicable. This Amendment shall constitute a Loan DocumentDocument (as defined in the Credit Agreement, both before and after giving effect to the amendment thereof hereby). (b) On the Amendment No. 2 Funding Date, each New USD Term Loan Lender, New Dollar Revolving Credit Lender, New Multicurrency Revolving Credit Lender and Euro Term Loan Lender, in each case, if not already a Lender immediately prior to the Amendment No. 2 Funding Date, shall, as applicable, (i) become a “Lender”, and in the representationscase of any New Dollar Revolving Credit Lender or New Multicurrency Revolving Credit Lender, warranties and agreements contained herein shalla “Revolving Credit Lender” and, in the case of any Euro Term Loan Lender or New USD Term Loan Lender, a “Term Loan Lender”, in each case, for all purposes of the Credit AgreementAgreement and the other Loan Documents, be deemed to be (ii) have the “Tranche B Term Loan Commitment” set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each on such New USD Term Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on Lender’s signature page hereto be a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the “Tranche B Term Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding Commitment” under the Credit Agreement or discharge or release and such New USD Term Loan Lender’s New USD Term Loans be “Tranche B Term Loans” under the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall Credit Agreement, (iii) have the “Dollar Revolving Credit Commitment” set forth on such New Dollar Revolving Credit Lender’s signature page hereto be construed as a substitution or novation of “Dollar Revolving Credit Commitment” under the obligations outstanding Credit Agreement, (iv) have the “Multicurrency Revolving Credit Commitment” set forth on such New Multicurrency Revolving Credit Lender’s signature page hereto be a “Multicurrency Revolving Credit Commitment” under the Credit Agreement or instruments guaranteeing or securing and (v) have the same“Euro Tranche Term Loan Commitment” set forth on such Euro Term Loan Lender’s signature page hereto be a “New Term Loan Commitment” under the Credit Agreement and such Euro Term Loan Lender’s New Euro Term Loans be “New Term Loans” and “Term Loans” under the Credit Agreement; and (c) Except as provided herein, which shall remain in full force the New USD Term Loans and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby New Euro Term Loans shall be construed treated as Term Loans for all purposes under the Credit Agreement, including without limitation with respect to maturity, prepayments, repayments, interest rate and other economic terms. Notwithstanding anything in the Credit Agreement to the contrary, the initial Interest Period with respect to New USD Term Loans shall commence on the Amendment No. 2 Funding Date and end on the date(s) necessary (as determined by the Administrative Agent) to ensure that all such New USD Term Loans are included in each Borrowing of outstanding Term Loans on a release or other discharge pro rata basis. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary to ensure that all such New USD Term Loans are included in each Borrowing of any Loan Party under any Loan Document from any of its obligations outstanding Term Loans on a pro rata basis and liabilities thereunderthe Administrative Agent shall be authorized to mark ▇▇▇ Register accordingly to reflect the amendments and adjustments set forth herein.

Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect All references in the rights and remedies of other Credit Documents to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect refer without further amendment to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Amended Credit Agreement. (a) Except as expressly provided herein, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to neither this Amendment. On and after Amendment nor the effectiveness of this Amendment, any reference to the Amended Credit Agreement contained in shall extinguish the Loan Documents shall mean Obligations for the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Credit Document or any other security therefor or any guarantee thereof, and the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and re-borrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment Amendment, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any Loan other Credit Party under any Loan Credit Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment and in the Amended Credit Agreement. The Existing Credit Agreement and each of the other Credit Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a Credit Document and a Refinancing Amendment pursuant to Section 2.24(l) of the Existing Credit Agreement for all purposes of the Existing Credit Agreement and the Amended Credit Agreement.

Effect of Amendment. Except (a) On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement. (b) The Existing Credit Agreement, and each of the other Loan Documents, in each case as expressly set forth hereinspecifically amended by this Amendment, this are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement Agreement, or any other Loan Document, and except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower The parties hereto expressly acknowledge that it is not their intention that this Amendment or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect Document, but rather constitute a modification thereof pursuant to the provisions of the Credit Agreement specifically referred to terms contained herein. This Amendment The Existing Credit ​ ​ Agreement as amended hereby, shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit AgreementAgreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment). Each Obligor party hereto acknowledges and agrees that all of its obligationsthe prior liens, liabilities security interests and indebtedness under each assignments created or granted by any Loan DocumentParty that encumber the Collateral shall continue to exist and remain valid and subsisting, including guarantee obligationsshall not be impaired, extinguished or released hereby, shall remain in full force and effect, in accordance with applicable lawand are hereby ratified, on a continuous basis after giving effect to this Amendment. On renewed, brought forward, extended, and after rearranged as security for the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyObligations. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any constitutes a Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocument.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the Agent or the Administrative Agent any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement as amended hereby, or any other Loan Document, all of which are is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Credit AgreementAgreement and from and after the Amendment No. 1 Effective Date, be deemed all references to be set forth the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each Obligor agrees of the Loan Parties hereby consents to this Amendment and confirms and reaffirms (i) that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby, (ii) its obligations, liabilities and indebtedness under each Loan Document, guaranty of the Obligations (including guarantee obligations, shall remain obligations in full force and effect, in accordance with applicable law, on a continuous basis respect to the Term Loans after giving effect to this Amendment. On ) under the Guaranty, (iii) its pledges and grants of security interests and Liens on the Collateral to secure the Obligations (including obligations in respect to the Term Loans after the effectiveness of giving effect to this Amendment, any reference ) pursuant to the Credit Agreement contained in the Loan Collateral Documents and (iv) such Guarantees, pledges and grants of security interests, as applicable, shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall continue to be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewitheffect and shall continue to inure to the benefit of the Lenders (including the New Term Lenders) and the other Secured Parties. Nothing expressed or implied in Neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any other document contemplated hereby shall Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (including obligations in respect to the Term Loans after giving effect to this Amendment), whether heretofore or hereafter incurred; or (ii) requires that any new filings be construed as a release made or other discharge action taken to perfect or to maintain the perfection of any such Liens. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Party under any Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Document from any of its obligations and liabilities thereunderDocuments as in effect prior to the Amendment No. 1 Effective Date.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or Lenders, the Administrative Agent or any other agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, all of which are condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and affirmed reaffirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to Each Loan Party, as a consent todebtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as an accommodation party or guarantor, as the case may be, hereby ratifies and reaffirms (i) its Obligations, which shall include obligations (whether direct, as a waiver, amendment, modification guarantor or other change of, any otherwise) in respect of the terms, conditions, Replacement Term B-1 Loans and Replacement Term B-2 Loans and all other obligations, covenants or agreements contained in liabilities and indebtedness, under the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply Documents to which it is party and be effective only with respect (ii) the validity of the Liens granted by it pursuant to the provisions Security Documents, and all UCC financing statements and all other recordings and filings previously made, recorded or filed are intended to and do secure and perfect all of its Obligations (including its obligations under the Credit Agreement specifically referred Replacement Term B-1 Loans and the Replacement Term B-2 Loans), in each case to hereinthe extent provided in such Collateral Documents. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, Document for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities Agreement and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On from and after the effectiveness of this AmendmentAmendment No. 2 Effective Date, any reference all references to the Credit Agreement contained in any Loan Document and all references in the Loan Documents shall mean Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified herebyamended by this Amendment. This Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall not extinguish any payment obligation outstanding under continue to apply to the Credit Agreement or discharge or release as amended hereby. Each of the Lien or priority of Loan Parties who has executed any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation which is governed by the laws of Ireland further consent and agree that the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameratification, which shall remain in full force reaffirmation and effect, except as modified hereby or confirmation given by instruments executed concurrently herewith. Nothing expressed or implied it in this Amendment or any other document contemplated hereby shall Section 7 in respect of such documentation be construed as a release or other discharge governed by the laws of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderIreland.

Effect of Amendment. Except as expressly set forth herein, this This Amendment to the Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect be effective and the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle be modified and amended in accordance herewith upon the Borrower or any Subsidiary Guarantor occurrence of (a) prior written notice to a the Rating Agencies and the prior written consent to, or a waiver, amendment, modification or other change of, any of the termsNote Insurer of this Amendment pursuant to Section 12.01 of the Agreement and (b) the receipt by the Owner Trustee of an Opinion of Counsel that this Amendment does not adversely affect in any material respects the interests of any Noteholder or Certificateholder. This Amendment, conditionsonce effective, shall be effective as of the date first set forth above. Notwithstanding the amendment to Exhibit A, it will not be necessary to amend the presently outstanding Trust Certificate, it being understood that (i) the Certificateholder agreed to such modification by signing this Amendment and (ii) all future Trust Certificates will include the language in Exhibit A, as modified. The Sponsor shall give prompt written notice to the Certificateholders, Indenture Trustee, the Note Insurer and each of the Rating Agencies of this Amendment pursuant to Section 12.01 of the Agreement. The respective rights, limitations, obligations, covenants or agreements contained duties, liabilities and immunities of the Sponsor, the Seller, the Trust, the Owner Trustee, the Indenture Trustee, the Note Insurer, each of the Noteholders and the Certificateholder shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the Credit Agreement or any other Loan Document in similar or different circumstances. This terms and conditions of this Amendment shall apply be and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation part of the obligations outstanding under terms and conditions of the Credit Agreement or instruments guaranteeing or securing the samefor any and all purposes. The Agreement, which shall remain as amended hereby, is hereby ratified and confirmed in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderall respects.

Effect of Amendment. Except The parties hereto agree and acknowledge that: (i) nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Loan Agreement or any of the other Loan Documents other than as expressly #502212298_v6 set forth herein and further agree and acknowledge that the Loan Agreement (as modified hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed; (ii) nothing contained in this Amendment in any manner or respect requires Agent or any Lender to refund, disgorge or otherwise return any cash payments of principal, interest, fees or other amounts made by any Obligor prior to the date hereof and (iii) other than as expressly set forth herein, the obligations under the Loan Agreement and the guarantees, pledges and grants of security interests created under or pursuant to the Loan Agreement and the other Loan Documents continue in full force and effect in accordance with their respective terms and the Collateral secures and shall continue to secure the Obligors’ obligations under the Loan Agreement as amended by this Amendment and any other obligations and liabilities provided for under the Loan Documents. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not by implication operate as a consent or otherwise limitwaiver of any rights, impair, constitute a waiver of, power or otherwise affect the rights and remedies remedy of the Lenders or the Administrative Agent under the Credit Loan Agreement or any other Loan Document, and shall not alter, modify, amend nor constitute a consent or in waiver of any way affect any provision of the terms, conditions, obligations, covenants or agreements contained in the Credit Loan Agreement or any other Loan Document. No delay on the part of any Lender or Agent in exercising any of their respective rights, all of which are ratified remedies, powers and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle privileges under the Borrower Loan Agreement or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the termsLoan Documents or partial or single exercise thereof, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes consent to or waiver thereof. None of the Credit Agreementterms and conditions of this Amendment may be changed, be deemed to be set forth consented to, waived, modified or varied in the Credit Agreement. Each Obligor agrees that all of its obligationsany manner, liabilities and indebtedness under each Loan Documentwhatsoever, including guarantee obligations, shall remain in full force and effect, except in accordance with applicable law, on a continuous basis after giving effect to this AmendmentSection 14.1 of the Loan Agreement. On and after Upon the effectiveness hereof, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of this Amendment, any like import shall mean and be a reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified amended hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

Effect of Amendment. 7.1. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effectaffect. The Borrower and each Subsidiary Guarantor acknowledges and agrees that all of the Liens and security interests created and arising under any Loan Document remain in full force and effect and continue to secure its Obligations (as such term is defined giving effect to this Amendment and the amendment to the Guarantee and Collateral Agreement), unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Nothing in this Amendment shall apply and be effective only with respect deemed to the provisions be a novation of any obligations under the Credit Agreement specifically referred or any other Loan Document. 7.2. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). 7.3. Except as expressly provided herein or in the Amended Credit Agreement, the Amended Term Loan Facility shall be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference subject to the terms and provisions of the Amended Credit Agreement contained in and the other Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderDocuments.

Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent other Credit Parties under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Except as expressly modified herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle The Loan Parties hereby acknowledge, confirm and agree that the Borrower or Security Documents, as modified, and any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect all Liens previously granted to the provisions Agent, for the benefit of the Credit Agreement specifically referred Parties, shall continue to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for secure all purposes applicable Obligations of the Credit Agreement, be deemed Loan Parties at any time and from time to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation time outstanding under the Credit Agreement or discharge or release and the Lien or priority of any other Loan Document or any other security therefor or any guarantee thereofDocuments, as such Obligations have been amended pursuant to this Amendment. Nothing herein contained shall be construed as a substitution or novation The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the obligations Guarantors under, and as defined in, each Facility Guaranty include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement or instruments guaranteeing or securing and the sameother Loan Documents, which shall remain as such Obligations have been amended pursuant to this Amendment. From and after the date hereof, all references to the Credit Agreement in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. This Amendment is a Loan Document executed pursuant to the Credit Agreement and liabilities thereundershall be construed, administered and applied in accordance with the terms and provisions thereof.

Effect of Amendment. (a) Except as expressly set forth hereinherein or in the 2011 Credit Agreement, this Amendment Agreement and the 2011 Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the 2010 Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor other person to a future consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the 2010 Credit Agreement, the 2011 Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment On and after the 2011 Restatement Date, each reference in any Loan Document to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the 2010 Credit Agreement shall apply mean and be effective only with respect a reference to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the 2011 Credit Agreement. Each Obligor agrees that all of its obligationsExcept as specifically amended by this Agreement, liabilities the Loan Documents (including any exhibits, schedules and indebtedness under each Loan Document, including guarantee obligations, annexes thereto) shall remain in full force and effecteffect and are hereby ratified and confirmed. (b) On the 2011 Restatement Date, the 2010 Credit Agreement shall be amended and restated in accordance with applicable lawthe form of the 2011 Credit Agreement attached hereto as Exhibit A. The parties hereto acknowledge and agree that (i) this Agreement, on the 2011 Credit Agreement and any other Loan Documents executed and delivered in connection herewith do not constitute a continuous basis after giving novation, or termination of the Obligations under the 2010 Credit Agreement as in effect to this Amendment. On and after the effectiveness of this Amendment, any reference prior to the 2011 Restatement Date; (ii) such Obligations are in all respects continuing (as amended and restated by the 2011 Credit Agreement Agreement) with the terms, conditions, covenants and agreements contained in the Loan Documents shall mean the 2010 Credit Agreement being modified only to the extent provided in the 2011 Credit Agreement; and (iii) the Liens and security interests as modified hereby. This Amendment shall not extinguish any payment obligation outstanding granted under the Credit Agreement or discharge or release the Lien or priority Security Documents securing payment of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain such Obligations are in all such respects continuing in full force and effect. (c) Each Guarantor listed on the signature pages hereto hereby acknowledges and agrees that any of the guaranty and Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement, except as modified hereby such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by instruments executed concurrently herewith. Nothing expressed general equitable principles (whether enforcement is sought by proceedings in equity or implied at law) and shall execute and deliver to the Administrative Agent a Reaffirmation Agreement substantially in the form of Exhibit C. (d) Each Consenting Lender, by delivering its signature page to a written consent to this Amendment or any Agreement in the form of Annex A hereto shall be deemed to have acknowledged receipt of, and consented to and approved, this Agreement, the 2011 Credit Agreement, each other Loan Document and each other document contemplated hereby required to be approved by any Agent, Required Lenders, Majority Facility Lenders or Lenders, as applicable, on the 2011 Restatement Date. (e) This Agreement shall constitute a Loan Document for all purposes of the 2011 Credit Agreement and shall be administered and construed as a release or other discharge pursuant to the terms of any Loan Party under any Loan Document from any of its obligations and liabilities thereunderthe 2011 Credit Agreement.

Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders Lenders, the L/C Issuers, Agent, or the Administrative Agent Co-Collateral Agents in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, all of which are each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effecteffect and each Credit Party reaffirms its obligations under the Loan Documents to which it is party and the grant of its Liens on the Collateral made by it pursuant to the Collateral Documents. Nothing The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein shall be deemed to entitle or as provided in the Borrower exhibits hereto, operate as a waiver of any right, power or remedy of any Subsidiary Guarantor to a consent to, Lender or a waiver, amendment, modification or other change of, Agent under any of the termsLoan Documents, conditions, obligations, covenants or agreements contained in the Credit Agreement or constitute a waiver of any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions provision of any of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified herebyDocuments. This Amendment shall not extinguish any the Obligations for the payment obligation of money outstanding under prior to the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereofAmendment Effective Date. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the sameAgreement, which shall remain in full force and effect, except as to any extent modified hereby or by instruments executed concurrently herewithas provided in the exhibits hereto. Nothing expressed or Except as expressly provided in the Credit Agreement, nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Credit Parties from the Loan Party under Documents. This Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Amendment Effective Date, all references to the Credit Agreement in any Loan Document from any and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. Each of the Credit Parties hereby consents to this Amendment and confirms that all obligations of such Credit Party under the Loan Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement as amended hereby. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Credit Parties under the Loan Documents, in each case, as amended by this Amendment. Each Credit Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its obligations guarantee of the Obligations under the Loan Documents and liabilities thereunder(iii) its grant of Liens on the Collateral to secure the Obligations under the Loan Documents pursuant to the Loan Documents. This Amendment shall be binding on each party hereto and its successors and assigns.

Effect of Amendment. (a) Except as expressly set forth herein, this Fifth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent Agents under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the any Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances. (b) From and after the Fifth Amendment Effective Date, (i) each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement, (ii) each reference in any Loan Document to the “Term Lender”, “Term Loans”, “Lender” or “Loan” shall be deemed a reference to the 2023-A Refinancing Term Lenders. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Fifth Amendment shall constitute a “Loan Document, and the representations, warranties and agreements contained herein shall, ” for all purposes of the Amended Credit Agreement, Agreement and the other Loan Documents and shall be deemed to be set forth a “Refinancing Amendment” as defined in the Amended Credit Agreement. Agreement and (iii) each reference in any Loan Document to “Lead Arrangers” shall include the Lead Arrangers. (c) Each Obligor agrees Loan Party hereby (i) acknowledges that it has reviewed the terms and provisions of this Fifth Amendment, (ii) ratifies and reaffirms all of its payment and performance obligations, liabilities and indebtedness contingent or otherwise, under each of the Loan Documents to which it is a party, (iii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, each grant of security made by such Loan Party pursuant to the Collateral Documents) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations, Obligations Secured and Guaranteed Obligations in respect of the 2023-A Refinancing Term Loans made available hereunder, each as defined in the applicable Loan Document), including guarantee obligationssubject to the terms thereof, (iv) acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any all of its obligations thereunder shall be valid and liabilities thereunderenforceable and not be impaired or limited by the execution of this Fifth Amendment and (v) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations, Obligations Secured, and Guaranteed Obligations (each as defined in the applicable Loan Document) (including, for the avoidance of doubt, all such obligations in respect of the 2023-A Refinancing Term Loans made available hereunder) pursuant to the Guaranty. (d) Each party hereto agrees and acknowledges that this Fifth Amendment constitutes all notices or requests required under Sections 10.01 and 2.15 of the Existing Credit Agreement, and to the extent inconsistent with any requirement or provision thereof, hereby waives any such inconsistency in effecting the amendments, agreements and undertakings provided herein.